SEC Form 4 · accession 0001503249-15-000026
Independence Bancshares, Inc. · IEBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gordon A Baird
Officer — CHIEF EXECUTIVE OFFICER · Director
Period of report
Aug 22, 2014
Accepted (ET)
Jul 14, 2015 · 10:07 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001311828
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF1 | holding | — | — | — | 900,000 | I | BY BAIRD HAGEMAN & CO., LLC | |
| COMMON STOCKF1 | holding | — | — | — | 172,250 | D |
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)F2 | $0.80 | Aug 22, 2014 | A | 1,125,000 | A | — | May 16, 2023 | COMMON STOCK | 1,125,000 | 1,125,000 | D |
Explanation of responses
- F1ON MARCH 7, 2013, BAIRD HAGEMAN & CO., LLC DISTRIBUTED 172,250 SHARES OF COMMON STOCK TO THE REPORTING PERSON AND 490,250 SHARES OF COMMON STOCK TO THE OTHER MEMBER OF BAIRD HAGEMAN & CO., LLC IN ACCORDANCE WITH THE TERMS OF THE OPERATING AGREEMENT OF BAIRD HAGEMAN & CO., LLC. SUCH TRANSACTION EFFECTED ONLY A CHANGE IN THE FORM OF THE REPORTING PERSON'S BENEFICIAL OWNERSHIP OF THE SHARES OF COMMON STOCK WITHOUT CHANGING THE REPORTING PERSON'S PECUNIARY INTEREST IN THE COMMON STOCK, WHICH IS EXEMPT FROM SECTION 16 BY VIRTUE OF RULE 16a-13.
- F2ON MAY 16, 2013, THE REPORTING PERSON WAS GRANTED AN OPTION TO PURCHASE 1,125,000 SHARES OF COMMON STOCK AT $0.80 PER SHARE, WHICH WOULD VEST RATABLY EVERY SIX MONTHS, BEGINNING JUNE 30, 2013, PROVIDED THAT AT EACH VESTING DATE, A CERTAIN PERFORMANCE CONDITION WITH RESPECT TO THE ISSUER HAD BEEN SATISFIED. IF THIS PERFORMANCE CONDITION WAS NOT SATISFIED PRIOR TO THE APPLICABLE VESTING DATE, THEN NO SHARES WOULD VEST ON SUCH VESTING DATE, AND THEN UPON THE DATE THAT THE PERFORMANCE CONDITION WAS SATISFIED, ALL SHARES THAT WOULD HAVE OTHERWISE VESTED WOULD IMMEDIATELY VEST. THE PERFORMANCE CONDITION WAS SATISFIED ON AUGUST 22, 2014, AT WHICH POINT THE OPTION IMMEDIATELY VESTED WITH RESPECT TO 562,500 SHARES.