SEC Form 4 · accession 0001144204-19-012295
Accelerize Inc. · ACLZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
4358 Investments Ltd
10% Owner
Beedie OYII Holdings Ltd.
10% Owner
Beedie Investments Ltd
10% Owner
Beedie Holdings Ltd.
10% Owner
Ryan Beedie
10% Owner
Ryan Beedie Family Trust III
10% Owner
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 5:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001352952
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Purchase WarrantF3,F1,F5,F6,F7,F8 | $0.15 | Mar 1, 2019 | P | 500,000 | A | Mar 2, 2019 | Jan 25, 2024 | Common Stock | 500,000 | 7,935,000 | D |
| Common Stock Purchase WarrantF4,F1,F5,F6,F7,F8 | $0.35 | Mar 1, 2019 | S | 4,500,000 | D | Jan 26, 2018 | Jan 25, 2024 | Common Stock | 4,500,000 | 7,935,000 | D |
| Common Stock Purchase WarrantF4,F1,F5,F6,F7,F8 | $0.35 | Mar 1, 2019 | S | 500,000 | D | Jun 1, 2018 | Jan 25, 2024 | Common Stock | 500,000 | 7,935,000 | D |
| Common Stock Purchase WarrantF4,F1,F5,F6,F7,F8 | $0.35 | Mar 1, 2019 | S | 100,000 | D | Jun 14, 2018 | Jan 25, 2024 | Common Stock | 100,000 | 7,935,000 | D |
| Common Stock Purchase WarrantF4,F1,F5,F6,F7,F8 | $0.35 | Mar 1, 2019 | S | 1,500,000 | D | Aug 31, 2018 | Jan 25, 2024 | Common Stock | 1,500,000 | 7,935,000 | D |
| Common Stock Purchase WarrantF4,F1,F5,F6,F7,F8 | $0.35 | Mar 1, 2019 | S | 835,000 | D | Sep 1, 2018 | Jan 25, 2024 | Common Stock | 835,000 | 7,935,000 | D |
| Common Stock Purchase WarrantF4,F1,F5,F6,F7,F8 | $0.15 | Mar 1, 2019 | P | 4,500,000 | A | Mar 2, 2019 | Jan 25, 2024 | Common Stock | 4,500,000 | 7,935,000 | D |
| Common Stock Purchase WarrantF4,F1,F5,F6,F7,F8 | $0.15 | Mar 1, 2019 | P | 500,000 | A | Mar 2, 2019 | Jan 25, 2024 | Common Stock | 500,000 | 7,935,000 | D |
| Common Stock Purchase WarrantF4,F1,F5,F6,F7,F8 | $0.15 | Mar 1, 2019 | P | 100,000 | A | Mar 2, 2019 | Jan 25, 2024 | Common Stock | 100,000 | 7,935,000 | D |
| Common Stock Purchase WarrantF4,F1,F5,F6,F7,F8 | $0.15 | Mar 1, 2019 | P | 1,500,000 | A | Mar 2, 2019 | Jan 25, 2024 | Common Stock | 1,500,000 | 7,935,000 | D |
| Common Stock Purchase Warrant -F4,F1,F5,F6,F7,F8 | $0.15 | Mar 1, 2019 | P | 835,000 | A | Mar 2, 2019 | Jan 25, 2024 | Common Stock | 835,000 | 7,935,000 | D |
Explanation of responses
- F1Beedie Investments Limited ("BIL") directly owns warrants to acquire 7,935,000 shares of Common Stock of the Issuer. This Form 4 is being jointly filed by Beedie Investments Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie OYII Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Ryan Beedie Family Trust III; 4358 Investments Limited, which is the trustee and has full control over Ryan Beedie Family Trust III; and Ryan Beedie, an individual Canadian citizen who is the trustee and sole beneficiary of the Ryan Beedie Family Trust III. All of the Reporting Persons are affiliated entities with same contact information.
- F2As partial consideration for agreeing to enter into the Fifth Amendment (defined below), the Issuer reduced the exercise price for all warrants to $0.15.
- F3The warrants were issued as a result of the additional funding under the Fifth Amendment (defined below) of $500,000 pursuant to the terms of the Credit Agreement (defined below).
- F4The acquisition and disposition of these Warrants resulted from a change in exercise price of the Warrants from $0.35 to $0.15 per share.
- F5Prior to March 1, 2019, the Reporting Persons, through BIL's direct beneficial ownership, beneficially owned warrants to purchase Common Stock in the Issuer at an exercise price of $0.35 per share ("Warrants"), which represented the right to purchase within sixty days 7,435,000 shares of Common Stock. On January 25, 2018, the Issuer entered into a non-revolving term credit agreement (the "Credit Agreement") with BIL to borrow up to a maximum of $7,000,000. In connection with the Credit Agreement, the Issuer issued Warrants to BIL whereby for every dollar borrowed and outstanding by Issuer from BIL, BIL would be entitled to purchase one share of Common Stock at an exercise price of $0.35 per share, up to 7,000,000 shares. Concurrent with the execution of the Credit Agreement, Issuer borrowed $4,500,000 and therefore BIL was entitled to Warrants for up to 4,500,000 shares as of January 26, 2018.
- F6On May 31, 2018, the Issuer and BIL entered into the First Amendment to the Credit Agreement, and in partial consideration of the foregoing amendment, the Issuer issued to BIL an additional 100,000 Warrants that were not tied to borrowing amount. On June 13, 2018, the Issuer and BIL entered into the Second Amendment to the Credit Agreement, and in partial consideration of the foregoing amendment, the Issuer issued to BIL an additional 500,000 Warrants that were not tied to borrowing amount. On August 31, 2018, the Issuer and BIL entered into the Third Amendment to the Credit Agreement, whereby the Issuer borrowed an additional $1,500,000 under the Credit Agreement, which resulted in an BIL being entitled to 1,500,000 additional Warrants in connection with the additional borrowing, and, in partial consideration for entering into the foregoing amendment, Issuer issued to BIL an additional 835,000 Warrants.
- F7Now, on March 1, 2019, the Issuer and BIL entered into the Fifth Amendment to the Credit Agreement ("Fifth Amendment"), whereby the Issuer borrowed an additional $500,000 under the Credit Agreement, which resulted in BIL being entitled to 500,000 additional warrants in connection with the additional borrowing. Also in connection with the Fifth Amendment and as set forth above, the 7,345,000 Warrants had their exercise price changed from $0.35 to $0.15.
- F8In addition, up to 500,000 additional shares of Common Stock under the Warrants will be issued and exercisable on a pro rata basis to additional amounts borrowed if and when advanced under the Credit Agreement. The Warrants are exercisable for cash until January 25, 2024. The Warrants will be exercisable on a cashless basis at its expiration if notice of expiration is not timely provided by the Issuer to BIL. The funding for the Credit Agreement came from the working capital of BIL. None of the Warrants have been exercised as of the date hereof.