SEC Form 4 · accession 0001213900-16-011383
INTELLIGENT PROTECTION MANAGEMENT CORP. · IPM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clifford Lerner
Officer — President of The Grade · Director · 10% Owner
Period of report
Mar 3, 2016
Accepted (ET)
Mar 7, 2016 · 4:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001355839
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 3, 2016 | D | 5,000,000 | $0.00 | D | 25,250,000 | D | |
| Common StockF2 | Mar 3, 2016 | A | 5,000,000 | $0.00 | A | 30,250,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $0.20 | Mar 3, 2016 | A | 50,000 | A | Mar 3, 2017 | Mar 3, 2026 | Common Stock | 50,000 | 50,000 | D |
Explanation of responses
- F1Represents the cancellation of an award of 5,000,000 restricted shares of common stock on March 3, 2016 pursuant to a cancellation agreement. The cancelled restricted shares of common stock were awarded to the reporting person on April 10, 2013 pursuant to a restricted stock award agreement (the "Original Award Agreement"). Under the Original Award Agreement, such restricted shares of common stock would have vested 50% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant; provided, that any unvested shares of restricted stock would have vested immediately upon the effective date of a "change in control" (as defined in the Amended and Restated Snap Interactive, Inc. 2011 Long-Term Incentive Plan), subject to the terms and conditions of the Original Award Agreement. The reporting person received a new restricted stock award for 5,000,000 shares of restricted common stock as consideration for the cancellation described herein.
- F2Represents restricted shares of common stock awarded to the reporting person on March 3, 2016 pursuant to a restricted stock award agreement (the "Replacement Award Agreement"). Such restricted shares will vest 100% on the tenth anniversary of the date of grant as long as the reporting person is providing services to the Company on such date; provided, that any unvested shares of restricted stock will vest immediately upon the effective date of a "change in control" (as defined in the Amended and Restated Snap Interactive, Inc. 2011 Long-Term Incentive Plan), subject to the terms and conditions of the Replacement Award Agreement.
- F3The stock option was granted pursuant to a stock option agreement dated March 3, 2016 (the "Option Agreement"). The shares underlying this stock option will vest and become exercisable in four equal annual installments on the first, second, third and fourth anniversaries of the date of grant as long as the reporting person is providing services to Snap Interactive, Inc. on such date; provided, that upon the effective date of a "change in control" (as defined in the Amended and Restated Snap Interactive, Inc. 2011 Long-Term Incentive Plan), 50% of the then-unvested shares immediately will vest on the date of the change in control and the remaining 50% of the then-unvested shares will vest on the earlier of (i) the original date such shares would have vested or (ii) the first anniversary of the date of the change in control, in each case subject to the terms and conditions of the Option Agreement.