SEC Form 4 · accession 0001213900-18-005665
Big Digital Energy, Inc. · BGDE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ridge Valley Corp
10% Owner
Period of report
Mar 26, 2018
Accepted (ET)
May 8, 2018 · 1:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001218683
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2 | Mar 26, 2018 | C | 213,524 | $1.332 | A | 1,394,805 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 Future Investment RightsF3 | $1.332 | Mar 26, 2018 | C | 213,524 | D | Apr 2, 2017 | Dec 31, 2017 | Common Stock | 13,524 | 94,853 | D |
Explanation of responses
- F1The 213,524 shares of common stock of the Issuer were issued upon the exercise of a portion of the 2017 Investment Rights (as defined below).
- F2Represents (i) 1,040,760 shares of common stock of the Issuer, (ii) 259,192 shares of common stock of the Issuer issuable upon the conversion of the Convertible Notes (as defined below) and (iii) 94,853 shares of common stock issuable upon the exercise of the 2017 Investment Rights (as defined below). Ridge Valley Corporation ("Ridge") is a Seychelles corporation. Priscilla Julie is the sole director of Ridge and holds the voting and dispositive power of the shares of common stock beneficially owned by Ridge. Noam Danenberg, the Issuer's Chief Operating Officer, is also the son-in-law of Mrs. Hanna Harpaz, who owns 49% of Ridge.
- F3Ridge's outstanding loan to the Issuer in the principal amount of $274,048, which bears interest at an annual rate of 4% (the "Convertible Notes") is currently convertible (including accrued interest as of May 1, 2018), into 259,192 shares of common stock of the Issuer based on a loan conversion price per share of $1.1112. The maturity date of the Convertible Notes is December 31, 2018. Ridge has the right (the "2017 Investment Right") until June 30, 2019, to invest up to $126,344,658, at a price per share of $1.332.