SEC Form 4 · accession 0001144204-17-018880
Protea Biosciences Group, Inc. · PRGB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steve Antoline
Director · 10% Owner
Period of report
Mar 24, 2017
Accepted (ET)
Apr 4, 2017 · 4:28 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 StockF1,F3,F5 | Mar 24, 2017 | J | 16,564,248 | $0.00 | A | 26,325,894 | I | Summit Resources, Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Warrant (right to buy)F1,F2,F4,F5 | $0.09 | Mar 24, 2017 | J | 16,564,248 | A | Mar 24, 2017 | Sep 24, 2018 | Common Stock | 16,564,248 | 42,422,699 | I |
| Class B Warrant (right to buy)F1,F2,F4,F5 | $0.1125 | Mar 24, 2017 | J | 16,564,248 | A | Mar 24, 2017 | Mar 24, 2022 | Common Stock | 16,564,248 | 42,422,699 | I |
Explanation of responses
- F1Summit Resources, Inc., an affiliate of Mr. Antoline, held $1,242,318.55 of outstanding principal indebtedness and accrued unpaid interest of the Issuer ("Unsecured Debt"). On March 24, 2017, Mr. Antoline exchanged $1,242,318.55 of Unsecured Debt of the Issuer, for units of the Issuer's equity securities, consisting of (a) an aggregate of 16,564,248 shares of common stock, $0.0001 par value per share, of the Issuer ("Common Stock") valued at $0.075 per share, (b) 18 month Class A warrants to purchase 16,564,248 shares of Common Stock at an exercise price of $0.09 per share, and (c) five year Class B warrants to purchase another 16,564,248 shares at an exercise price of $0.1125 per share.
- F2The shares of Common Stock reported in Column 5 and 7 are the number of shares of Common Stock issuable upon exercise of the Class A Warrant and/or Class B Warrant (collectively, "Warrants").
- F3Includes 1,514,048 shares of Common Stock owned of record and beneficially by Wilderness Land Company, LLC, and 24,811,846 shares of Common Stock owned of record and beneficially by Summit Resources, Inc.
- F4Includes 166,667 shares of Common Stock to be acquired upon the exercise of stock options held as of record and beneficially by Mr. Antoline. Also includes 42,089,365 shares of Common Stock to be acquired upon the exercise of warrants held as of record and beneficially by Summit Resources, Inc., and 166,667 shares of Common Stock to be acquired upon the exercise of stock options held as of record and beneficially by Summit Resources, Inc.
- F5As president of Summit Resources, Inc., Mr. Antoline has voting and dispositive control over any securities owned of record by Summit Resources, Inc. Therefore, he also may be deemed to beneficially own the shares of common stock and the shares of common stock to be acquired upon the exercise of warrants held of record by the Summit Resources, Inc. As the trustee of the Wilderness Land Company, LLC, Mr. Antoline has voting and dispositive control over any securities owned of record by the Wilderness Land Company. Therefore, he may be deemed to beneficially own the shares of common stock and the shares of common stock to be acquired upon the exercise of warrants held of record by the Wilderness Land Company, LLC.