SEC Form 4 · accession 0001600481-18-000004
WALKER INNOVATION INC. · WLKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Siegel
Officer — Chief Executive Officer · Director
Period of report
Sep 6, 2018
Accepted (ET)
Sep 7, 2018 · 11:47 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001294649
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F1 | $0.26 | Sep 6, 2018 | A | 200,000 | A | — | May 12, 2026 | Common Stock | 200,000 | 200,000 | D |
| Stock Option (rignt to buy)F1 | $0.26 | Sep 7, 2018 | D | 200,000 | D | — | May 12, 2026 | Common Stock | 200,000 | 0 | D |
| Stock Option (right to buy)F2 | $0.43 | Sep 6, 2018 | A | 150,000 | A | — | Feb 10, 2027 | Common Stock | 150,000 | 150,000 | D |
| Stock Option (rignt to buy)F2 | $0.43 | Sep 7, 2018 | D | 150,000 | D | — | Feb 10, 2027 | Common Stock | 150,000 | 0 | D |
| Stock Option (right to buy)F3 | $0.43 | Sep 7, 2018 | D | 425,000 | D | — | Feb 14, 2024 | Common Stock | 425,000 | 0 | D |
| Stock Option (right to buy)F4 | $0.43 | Sep 7, 2018 | D | 75,000 | D | — | Mar 20, 2025 | Common Stock | 75,000 | 0 | D |
| Stock Option (right to buy)F5 | $0.36 | Sep 7, 2018 | D | 400,000 | D | — | Mar 17, 2026 | Common Stock | 400,000 | 0 | D |
| Stock Option (right to buy)F6 | $0.43 | Sep 7, 2018 | D | 100,000 | D | — | Feb 10, 2027 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1Stock option granted on May 12, 2016 pursuant to Walker Innovation Inc. 2015 Long-term Incentive Plan in respect of 16,666 shares exercisable from and after each of August 12, 2016; November 12, 2016; February 12, 2017; May 12, 2017; August 12, 2017; November 12, 2017; February 12, 2018; May 12, 2018; August 12, 2018; November 12, 2018; and February 12, 2019; and 16,674 shares exercisable from and after May 12, 2019. In connection with the Plan of Complete Liquidation and Dissolution of the Company, on September 6, 2018 (the day immediately prior to the filing of the Company's Certificate of Dissolution with the State of Delaware), unvested options under this grant were vested in full and, on a date to be determined by the Company's Board of Directors, will be settled in cash in an amount equal to the difference between the exercise price and the aggregate liquidating distributions paid to the Company's stockholders in accordance with the Plan of Complete Liquidation and Dissolution.
- F2Stock option granted on February 10, 2017 pursuant to Walker Innovation Inc. 2015 Long-term Incentive Plan in respect of 50,000 shares exercisable from and after each of February 3, 2018; February 3, 2019; and February 3, 2020. In connection with the Plan of Complete Liquidation and Dissolution of the Company, on September 6, 2018 (the day immediately prior to the filing of the Company's Certificate of Dissolution with the State of Delaware), unvested options under this grant were vested in full and, on a date to be determined by the Company's Board of Directors, will be settled in cash in an amount equal to the difference between the exercise price and the aggregate liquidating distributions paid to the Company's stockholders in accordance with the Plan of Complete Liquidation and Dissolution.
- F3Stock options granted pursuant to Amended and Restated 2006 Long-term Incentive plan in respect of 141,666 shares exercisable from and after February 14, 2015; 141,667 shares exercisable from and after February 14, 2016; and 141,667 shares exercisable from and after February 14, 2017. In connection with the Plan of Complete Liquidation and Dissolution of the Company, on a date to be determined by the Company's Board of Directors, options under this grant will be settled in cash in an amount equal to the difference between the exercise price and the aggregate liquidating distributions paid to the Company's stockholders in accordance with the Plan of Complete Liquidation and Dissolution.
- F4Stock option granted pursuant to Walker Innovation Inc. 2015 Long-term Incentive Plan in respect of 25,000 shares exercisable from and after February 14, 2016; 25,000 shares from and after February 14, 2017; and 25,000 shares from and after February 14, 2018. In connection with the Plan of Complete Liquidation and Dissolution of the Company, on a date to be determined by the Company's Board of Directors, options under this grant will be settled in cash in an amount equal to the difference between the exercise price and the aggregate liquidating distributions paid to the Company's stockholders in accordance with the Plan of Complete Liquidation and Dissolution.
- F5Stock option granted on March 17, 2016 pursuant to Walker Innovation Inc. 2015 Long-term Incentive Plan in respect of 100,000 shares exercisable from and after April 3, 2016 and 37,500 shares exercisable from and after each of May 3, June 3, July 3, August 3, September 3, October 3, November 3, and December 3, 2016. In connection with the Plan of Complete Liquidation and Dissolution of the Company, on a date to be determined by the Company's Board of Directors, options under this grant will be settled in cash in an amount equal to the difference between the exercise price and the aggregate liquidating distributions paid to the Company's stockholders in accordance with the Plan of Complete Liquidation and Dissolution.
- F6Stock option granted on February 10, 2017 pursuant to Walker Innovation Inc. 2015 Long-term Incentive Plan in respect of 8,333 shares exercisable from and after each of March 3, 2017; April 3, 2017; May 3, 2017; June 3, 2017; July 3, 2017; August 3, 2017; September 3, 2017; October 3, 2017; November 3, 2017; December 3, 2017; and January 3, 2018; and 8,337 shares exercisable from and after February 3, 2018. In connection with the Plan of Complete Liquidation and Dissolution of the Company, on a date to be determined by the Company's Board of Directors, options under this grant will be settled in cash in an amount equal to the difference between the exercise price and the aggregate liquidating distributions paid to the Company's stockholders in accordance with the Plan of Complete Liquidation and Dissolution.