SEC Form 4 · accession 0001213900-18-005786
Big Digital Energy, Inc. · BGDE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rimon Gold Assets Ltd
10% Owner
Period of report
Mar 26, 2018
Accepted (ET)
May 9, 2018 · 6:18 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 | 217,442 | $1.308 | A | 1,770,802 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 Future Investment RightsF3 | $1.308 | Mar 26, 2018 | C | 217,442 | D | Mar 31, 2016 | Jun 30, 2019 | Common Stock | 217,442 | 392,055 | D |
Explanation of responses
- F1The 217,442 shares of common stock of the Issuer were issued upon the exercise of a portion of the 2016 Investment Rights (as defined below).
- F2Represents (i) 217,442 shares of common stock, (ii) 593,925 shares of common stock issuable upon the conversion of the 2016 Convertible Notes (as defined below), (iii) 259,003 shares of common stock issuable upon the conversion of the 2017 Convertible Notes (as defined below), (iv) 392,055 shares of common stock issuable upon the exercise of Reporting Person's 2016 Investment Right (as defined below) and (v) 308,377 shares of common stock issuable upon the exercise of Reporting Person's 2017 Investment Right (as defined below). Reporting Person is an Israeli private company wholly owned by the Goldfinger Trust (the "Trust"), whose trustee is Abir Raveh (the "Trustee") and whose beneficiary is Yair Goldfinger. The Trust directs the management of Reporting Person, its investment and voting decisions and the Trustee directs the management of the Trust, its investment and voting decisions.
- F3Reporting Person's outstanding loan in the principal amount of $531,067, which bears interest at an annual rate of 4% (the "2016 Convertible Notes"), is convertible (including accrued interest), into 593,925 shares of common stock based on a conversion price per share of $0.9768. Reporting Person has the right, until June 30, 2019, to invest up to $796,601, in the aggregate, at an agreed price per share of $1.308 (the "2016 Investment Right"). Reporting Person 's outstanding loan to the Issuer in the principal amount of $274,048, which bears interest at an annual rate of 4% (the "2017 Convertible Notes") is currently convertible (including accrued interest), into 259,003 shares of common stock based on a loan conversion price per share of $1.1112. The maturity date of the 2016 Convertible Notes and the 2017 Convertible Notes is December 31, 2018. Reporting Person has the right (the "2017 Investment Right") until June 30, 2019, to invest up to $512,187, at a price per share of $1.332.