SEC Form 4 · accession 0001415889-18-001206
FITLIFE BRANDS, INC. · FTLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Judd Dayton
Officer — CHIEF EXECUTIVE OFFICER · Director · 10% Owner
Period of report
Jul 31, 2018
Accepted (ET)
Aug 2, 2018 · 8:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001374328
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 31, 2018 | A | 450,000 | $0.00 | A | 710,715 | D | |
| Common Stock | holding | — | — | — | 793,000 | I | By Sudbury Holdings, LLC | |
| Common Stock | holding | — | — | — | 44,400 | I | By SEP IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF3,F4 | $0.28 | Jul 31, 2018 | A | 705,000 | A | — | Jul 31, 2028 | Common Stock | 705,000 | 705,000 | D |
Explanation of responses
- F1The Restricted Shares will vest as follows: (i) 150,000 Restricted Shares at such date that the 30 day volume weighted average price ("VWAP") for shares of the Issuer's common stock exceeds $1.20, (ii) 150,000 Restricted Shares at such date that the 30 day VWAP for shares of the Issuer's common stock exceeds $1.80, and (iii) 150,000 Restricted Shares at such date that the 30 day VWAP for shares of the Issuer's common stock exceeds $2.40.
- F2Each Restricted Share represents the right to receive one share of the Issuer's common stock.
- F3The stock options have an exercise price equal to the Fair Market Value of a share of the Issuer's common stock as of the date of the grant, and were granted by the Issuer to Mr. Judd under the Issuer's 2010 Equity Incentive Plan.
- F4One third of the stock options will vest immediately, with the remainder vesting equally in two annual installments thereafter.