SEC Form 4 · accession 0001493152-16-012278
POSITIVEID Corp · PSID
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William J Caragol
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Aug 11, 2016
Accepted (ET)
Aug 12, 2016 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001347022
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series I Convertible Preferred StockF1,F2,F4,F3 | — | Aug 11, 2016 | J | 956 | D | — | — | Common Stock | 956 | 0 | D |
| Series II Convertible Preferred StockF1,F5,F4 | $0.10 | Aug 11, 2016 | A | 1,076 | A | — | — | Common Stock | 1,076 | 1,076 | D |
Explanation of responses
- F1Mr. Caragol has entered into an exchange agreement pursuant to which he has exchanged 956 shares of Series I Convertible Preferred Stock, with a liquidation value of $1,076,458, for 1,076 shares of Series II Convertible Preferred Stock, with an initial liquidation value of $1,076,000. Any such shares of Series I Convertible Preferred Stock previously issued to Mr. Caragol are null and void and any and all rights arising thereunder are extinguished.
- F2The Series I post reverse stock split conversion prices were (i) $1.80;(ii) $1.23; (iii) $1.35; and (iv) 1.04, based on the conversion prices on such dates of grant of the Series I, and had a vesting date of January 1, 2017.
- F3The 956 shares of the Company's Convertible Series I Preferred Stock were convertible as of August 11, 2016 into 822,331 shares of common stock, par value of $0.01.
- F4No expiration date
- F5The Series II granted to Mr. Caragol has a stated value of $1,000 per share and as of August 11, 2016, are convertible into 10,884,307 shares of common stock, par value of $0.01, at $0.10 per share. Each share of Series II holds 25 votes per share for a total of 272,107,685 votes. These shares constitute the majority of his beneficial ownership in the Company. The Series II shares will vest on January 1, 2019.