SEC Form 4 · accession 0001182489-16-001288
AeroGrow International, Inc. · AERO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
SMG Growing Media, Inc.
10% Owner
Period of report
Nov 29, 2016
Accepted (ET)
Nov 30, 2016 · 9:19 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001316644
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares | Nov 29, 2016 | C | 2,649,007 | $0.00 | A | 5,049,953 | D | |
| Common Shares | Nov 29, 2016 | X | 21,613,342 | $2.21 | A | 26,663,295 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF1,F2 | — | Nov 29, 2016 | C | 0 | D | — | — | Common Shares | — | 0 | D |
| Warrant for the Purchase of Common StockF3 | $2.21 | Nov 29, 2016 | X | 0 | D | Apr 22, 2016 | Apr 22, 2021 | Common Shares | — | 0 | D |
Explanation of responses
- F1SMG Growing Media, Inc. purchased 2,649,007 shares of Series B Convertible Preferred Stock on April 22, 2013. Each share of Series B Convertible Preferred Stock is convertible into the number of shares of AeroGrow International, Inc. (the "Company") Common Stock equal to the conversion rate, which initially is 1:1, under the Certificate of Designations of Series B Convertible Preferred Stock, subject to adjustment as provided therein.
- F2The Series B Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date.
- F3The Warrant entitles SMG Growing Media, Inc. to purchase a number of shares of the Company' s Common Stock that, on a fully diluted basis, constitute 80% of the Company's outstanding capital stock (when added to all other shares of Common Stock then owned by SMG Growing Media, Inc.), as calculated as of the date or dates of exercise.