SEC Form 3 · accession 0001264931-15-000249
Uplift Nutrition, Inc. · UPNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
MCB NETWORK CORP
10% Owner
Period of report
Jun 8, 2015
Accepted (ET)
Jun 18, 2015 · 5:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001390705
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value ($0.001 per share)F1,F4 | holding | — | — | — | 9,476,150 | D | ||
| Common Stock, (par value $0.001 per share)F1,F2,F3,F5 | holding | — | — | — | 33,000,000 | I | See bellow footnote 5 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Ms. Will disclaims beneficial ownership of all 42,476,150 shares.
- F2MCB disclaims beneficial ownership of the 33,000,000 shares.
- F3Each Purchaser and MCB pursuant to their Irrevocable Proxy (i) provided Ms. Will the right to vote all such shares covered by the Proxy and, (ii) agreed not to sell, transfer and/or otherwise dispose of, any of such shares of common stock covered by the Proxy until the date three (3) business days following the date the Issuer files with the SEC a Current Report on Form 8-K with Form 10 type information disclosing an acquisition by the Issuer of a business.
- F49,476,150 shares beneficially owned by MCB Network, Corp., a Texas corporation ("MCB") of which Sharon Will, who may be deemed a control person of MCB ("Ms. Will") and which granted to Ms. Will an Irrevocable Proxy (as defined below) on such shares.
- F533,000,000 shares that were issued to certain persons (the "Purchasers") upon the automatic conversion of certain convertible notes of the Issuer, all of which Purchasers granted to Ms. Will an Irrevocable Proxy (the "Irrevocable Proxy") to vote such 33,000,000 shares. (1) (2) (3)