SEC Form 4 · accession 0001580695-17-000004
CAMBER ENERGY, INC. · CEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Ii Richard Nathan Azar
Director · 10% Owner
RAD2 Management, LLC
Other
RAD2 Minerals, Ltd
Other
Period of report
Jan 3, 2017
Accepted (ET)
Jan 5, 2017 · 5:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001309082
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F6 | Jan 3, 2017 | S$0 | 760,997 | $0.00 | A | 3,409,385 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Redeemable Convertible Preferred StockF1,F2,F3,F6,F4,F5 | $3.50 | Jan 5, 2017 | P | 106,508 | A | Aug 25, 2016 | — | Common Stock | 760,467 | 364,508 | I |
Explanation of responses
- F1Richard N. Azar II, may be deemed to beneficially own: RAD2 Minerals, Ltd. ("RAD2", which directly owns 3,409,385 shares of the common stock, par value $0.001 per share of the Issuer ("Common Stock"), and 200,000 shares of the Series B Redeemable Convertible Preferred Stock (the "Series B Preferred Stock") of the Issuer); and Segundo Resources, LLC ("Segundo", which, following the transactions contemplated by this Form 4, directly owns 58,000 shares of Series B Preferred Stock of the Issuer) and as such indirectly beneficially owns the Common Stock held by RAD2 and the Series B Preferred Stock held by RAD2 and Segundo. RAD2 Management, LLC ("RAD2 LLC") as general partner of RAD2, may be deemed to beneficially own the securities held by RAD2. Mr. Azar is the manager of RAD2 LLC and is the managing member of Segundo.
- F2RAD2 and RAD2 LLC, which are also reporting their ownership on this Form 4, do not have a pecuniary interest in the securities owned by Mr. Azar or Segundo.
- F3Segundo, which is also reporting its ownership on this Form 4, does not have a pecuniary interest in the securities owned by Mr. Azar, RAD2 LLC or RAD2.
- F4The Series B Preferred Stock has a face value of $25 per share and is convertible into Common Stock at a conversion price of $3.50 per share, at the option of the holder thereof, or automatically as to 25% of the Series B Preferred Stock shares if the Common Stock trades above $6.125 per25 share for at least 20 consecutive trading days, and trades with at least 75,000 shares of average volume per day (the "Trading Requirements"); an additional 50% if the Common Stock trades above $7.00 per share and meets the Trading Requirements; and as to the remaining Series B Preferred Stock shares, if the Common Stock trades above $7.875 per share and meets the Trading Requirements.
- F5Each outstanding share of Series B Preferred Stock is entitled to one vote per share on all stockholder matters. The Series B Preferred Stock is redeemable at any time by the Issuer upon the payment by the Issuer of the face amount of the Series B Preferred Stock ($25 per share) plus any and all accrued and unpaid dividends thereon.
- F6In connection with the Issuer's entry into a $40 million Loan Agreement on August 25, 2016, RAD2 pledged 3,120,606 shares of Common Stock to the lender in order to secure amounts owed under the Loan Agreement. RAD2 also agreed to pledge 288,779 shares of common stock to the Issuer pursuant to the terms of a Letter Agreement, described in greater detail in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 31, 2016.