SEC Form 4 · accession 0001209191-18-004444
Castle Brands Inc · ROX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Phillip Md Et Al Frost
Director · 10% Owner
Frost Gamma Investments Trust
10% Owner
Frost Nevada Investments Trust
10% Owner
Period of report
Jan 18, 2018
Accepted (ET)
Jan 19, 2018 · 9:10 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001311538
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 18, 2018 | M | 558,179 | $0.90 | A | 43,900,719 | I | Held by Frost Gamma Investments Trust |
| Common Stock | holding | — | — | — | 779,776 | D | ||
| Common StockF2 | holding | — | — | — | 9,370,790 | I | Held by Frost Nevada Investments Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5% Subordinated Convertible Note due 2018F1,F3 | $0.90 | Jan 18, 2018 | M | — | D | Oct 31, 2013 | Dec 15, 2018 | Common Stock | 558,179 | 0 | I |
Explanation of responses
- F1The securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F2These securities are held by Frost Nevada Investments Trust, of which the Reporting Person is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of five limited partners of Frost-Nevada, L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada, L.P.
- F3Based on the initial principal amount of the 5% Subordinated Convertible Promissory Note and accrued but unpaid interest thereon as of the date of conversion.