SEC Form 4 · accession 0001140361-16-058015
Protea Biosciences Group, Inc. · PRGB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Josiah T Austin
Director · 10% Owner
Period of report
Mar 31, 2015
Accepted (ET)
Mar 16, 2016 · 3:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001335103
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Mar 31, 2015 | J | 5,700,248 | $0.00 | A | 12,374,973 | I | By El Coronado Holdings, LLC |
| Common StockF2 | Mar 31, 2015 | J | 142,504 | $0.00 | A | 12,517,477 | I | By El Coronado Holdings, LLC |
| Common StockF2 | Apr 14, 2015 | J | 1,712,333 | $0.00 | A | 14,229,810 | I | By El Coronado Holdings, LLC |
| Common StockF6,F7 | Jun 30, 2015 | J | 913,945 | $0.00 | A | 10,493,254 | D | |
| Common StockF9 | Jul 8, 2015 | J | 90,910 | $0.00 | A | 4,741,411 | D | |
| Common Stock | Dec 18, 2015 | A | 100,000 | $0.00 | A | 4,841,411 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 10% Convertible Promissory Note | $0.33 | Jul 8, 2015 | P | — | A | Jul 8, 2015 | Jan 31, 2016 | Common Stock | 606,060 | — | D |
| Director Stock Option (right to buy)F11 | $0.25 | Dec 18, 2015 | A | 66,667 | A | Dec 1, 2016 | Dec 1, 2025 | Common Stock | 66,667 | 66,667 | D |
Explanation of responses
- F1El Coronado Holdings, LLC held 712,531 shares of the Issuer's Series A Convertible Stock (the "Preferred Shares") with a stated value equal to $2.00 per share (the "Stated Value"). On March 31, 2015, the Preferred Shares automatically converted into shares of the Issuer's common stock (the "Common Stock") determined by dividing the Stated Value by $0.25 per share, resulting in the issuance of 5,700,248 shares of Common Stock to El Coronado Holdings, LLC.
- F10Shares received from the Issuer as director compensation.
- F11The option vests 100% on December 1, 2016.
- F2These shares were owned directly by El Coronado Holdings, LLC, a ten percent owner of the Issuer, and indirectly by Josiah Austin, who was the managing member of El Coronado Holdings, LLC and may have been deemed to have voting and investment control over the securities held thereby. Mr. Austin has ceased to be the managing member of El Coronado Holdings, LLC and no longer has voting or investment control over the securities held thereby.
- F3The Preferred Shares were entitled to receive stock dividends payable in Common Stock at the rate of 6.0% per annum, which were paid on March 31, 2015.
- F4The Issuer issued 1,712,333 shares of its Common Stock to El Coronado Holdings, LLC pursuant to the anti-dilution provisions in those certain Subscription Agreements and Unit Purchase Agreements dated November 1, 2013 and December 30, 2013 entered into by El Coronado Holdings, LLC and the Issuer.
- F5The Issuer issued 913,945 shares of its Common Stock to El Coronado Holdings, LLC pursuant to the anti-dilution provisions in those certain Subscription Agreements and Unit Purchase Agreements dated November 1, 2013 and December 30, 2013 entered into by El Coronado Holdings, LLC and the Issuer.
- F6As of May 7, 2015, 4,650,501 shares of Common Stock were transferred from El Coronado Holdings, LLC to Josiah Austin pursuant to a domestic relations order.
- F7These shares are owned directly by El Coronado Holdings, LLC, a ten percent owner of the Issuer. Josiah Austin is no longer the Managing Member of El Coronado Holdings, LLC or the beneficial owner of these securities.
- F8On July 8, 2015, the Issuer and Josiah Austin entered into a 10% Convertible Promissory Note (the "Note") in the amount of $200,000 at a conversion price of $0.33 per share of Common Stock of the Issuer. See Table II of this Statement. The Issuer paid to Josiah Austin a commitment fee equal to $30,000, payable in that number of shares of Common Stock determined by dividing $30,000 by the conversion price of $0.33, or 90,910 shares.
- F9Includes 4,650,501 shares of Common Stock previously held by El Coronado Holdings, LLC which were distributed to Josiah Austin on May 7, 2015 pursuant to a domestic relations order, and are now owned directly.