SEC Form 4 · accession 0001580695-18-000057
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 9, 2017
Accepted (ET)
Jan 22, 2018 · 4:23 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 | Jan 9, 2017 | J | 33,119 | — | A | 33,119 | I | Segundo Resources, LLC |
| Common StockF1,F2,F3 | Jan 9, 2017 | J | 29,954 | — | A | 3,439,339 | I | RAD2 Minerals, Ltd. |
| Common StockF1,F2,F3 | Apr 4, 2017 | J | 6,215 | — | A | 39,334 | I | Segundo Resources, LLC |
| Common StockF1,F2,F3 | Apr 4, 2017 | J | 21,429 | — | A | 3,460,768 | I | RAD2 Minerals, Ltd. |
| Common StockF1 | Apr 4, 2017 | J | 11,412 | — | A | 11,412 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Richard N. Azar II, may be deemed to beneficially own: RAD2 Minerals, Ltd. ("RAD2"), which directly owns 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 directly owns 58,000 shares of Series B Preferred Stock of the Issuer and as such indirectly beneficially owns the common stock 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. Mr. Azar also directly owns 106,508 shares of Series B Preferred Stock of the Issuer.
- 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. RAD2 has pledged 3,120,606 of its shares to secure amounts due under the Issuer's August 2016 $40 million loan agreement with International Bank of Commerce.
- 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.
- F4Represents shares of common stock of the Issuer issued in consideration for dividends which accrued on the Series B Preferred Stock at the rate of 6% per annum, based on the $25 face value per share of the Series B Preferred Stock (see also footnotes 5 and 6).
- F5Represents the quarterly dividend due on the Series B Preferred Stock for the period from August 25, 2016 to December 31, 2016, which was paid by the Issuer in shares of common stock, based on a dividend issuance price of $3.50 per share, the conversion price under the Series B Preferred Stock, as provided for under the terms of the Series B Preferred Stock.
- F6Represents the quarterly dividend due on the Series B Preferred Stock for the quarter ended March 31, 2017, which was paid by the Issuer in shares of common stock, based on a dividend issuance price of $3.50 per share, the conversion price under the Series B Preferred Stock, as provided for under the terms of the Series B Preferred Stock.