SEC Form 4 · accession 0001615774-15-003313
RedHawk Holdings Corp. · IDNG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
G Darcy Klug
Officer — Chief Financial Officer & Secy · 10% Owner
Beechwood Properties, LLC
10% Owner
Period of report
Nov 13, 2015
Accepted (ET)
Nov 16, 2015 · 4:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001353406
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 A Preferred StockF3,F1,F2 | — | Nov 13, 2015 | A | 215 | A | — | — | Common Stock | — | 215 | I |
| Convertible NoteF4,F6,F5 | — | Nov 13, 2015 | A | 1 | A | — | — | Series A Preferred | — | 1 | I |
Explanation of responses
- F1Each share of Series A Preferred stock (the "Series A Preferred") of RedHawk Holdings Corp. (the "Company") has an initial stated value of $1,000 and accrues dividends at a rate of 5.0% of the stated value per year. The Company has the option to pay dividends in cash or through an increase in the stated value. Each share of Series A Preferred is convertible into a number of the Company's common stock, par value $0.001 per share, equal to the stated value (as may be increased from time to time), divided by $0.015. The conversion rate is also adjusted upon certain stock dividends, stock splits and reclassifications.
- F2The Series A Preferred are convertible at any time following the six (6) month anniversary of the date of issuance, and from time to time thereafter at the option of the holder. There is no expiration date for the conversion of the Series A Preferred Stock.
- F3These shares are owned directly by Beechwood Properties, LLC, a Louisiana limited liability company ("Beechwood") and a greater than ten percent owner of the issuer, and indirectly by G. Darcy Klug, as sole manager and sole member of Beechwood.
- F4Beechwood was issued a convertible promissory note for a line of credit (the "Line of Credit Note") in the original principal amount of $100,000. The principal amount outstanding, accrued but unpaid interest and other fees, costs and expenses of the Line of Credit Note is convertible into Series A Preferred based upon the initial stated value of the Series A Preferred.
- F5The Line of Credit Note is convertible in to Series A Preferred, at the option of Beechwood, upon repayment by the Company (whether at the October 31, 2016 maturity date or otherwise).
- F6The Line of Credit Note is owned directly by Beechwood and a greater than ten percent owner of the issuer, and indirectly by G. Darcy Klug, as sole manager and sole member of Beechwood.