SEC Form 4 · accession 0001144204-16-093950
ONE Group Hospitality, Inc. · STKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel Goldfinger
Officer — Chief Financial Officer
Period of report
Feb 29, 2016
Accepted (ET)
Apr 12, 2016 · 8:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001399520
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per shareF1 | Apr 8, 2016 | A | 150,000 | $0.00 | A | 150,000 | D | |
| Common Stock, par value $0.0001 per shareF2 | holding | — | — | — | 251,504 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Common Stock, par value $0.0001 per shareF3 | $2.73 | Apr 8, 2016 | A | 250,000 | A | — | — | Common Stock, par value $0.0001 per share | 250,000 | 0 | D |
| Option to Purchase Common Stock, par value $0.0001 per shareF4 | $5.00 | Feb 29, 2016 | D | 57,022 | D | — | — | Common Stock, par value $0.0001 per share | 57,022 | 0 | D |
| Option to Purchase Common Stock, par value $0.0001 per shareF5 | $5.00 | Feb 29, 2016 | D | 57,022 | D | — | — | Common Stock, par value $0.0001 per share | 57,022 | 0 | D |
Explanation of responses
- F1Of the shares of common stock reported, 150,000 shares are represented by restricted stock units which will vest as follows: (i) 75,000 shares will vest over time, with 50% vesting two years from the grant date and 50% vesting three years from the grant date; and (ii) 75,000 shares will vest upon the price of the ONE Group Hospitality, Inc.'s (the "Company") common stock reaching $5.00, $5.50 and $6.00 (the "Hurdles"), with 33% vesting at each Hurdle. In order for the shares to vest, the closing price of the Company's common stock must be at or above the relevant Hurdle for ten consecutive trading days in a single quarter, with such vesting to occur only on the last day of that quarter. Notwithstanding the foregoing, if any Hurdle met within one year of the grant date, then such shares will not vest until the first anniversary of that date.
- F2These securities are owned directly by the TOG Liquidating Trust ("Liquidating Trust") for the benefit of the former members and warrant holders of The One Group, LLC, a Delaware limited liability company ("One Group") and now a wholly-owned subsidiary of the Company. As the Trustee of the Liquidating Trust, the Reporting Person may be deemed the beneficial owner of the securities directly owned by the Liquidating Trust. The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose.
- F3The options will vest as follows: (i) 125,000 options will vest over time, with 50% vesting on the second year anniversary of the grant date and 50% vesting on the third year anniversary of the grant date, provided that the Reporting Person is employed by the Company on each date; and (ii) 125,000 options will vest upon the price of the Company's common stock reaching $5.00, $5.50 and $6.00, with 33% vesting at each Hurdle. In order for the options to vest, the closing price of the Company's common stock must be at or above the relevant Hurdle for ten consecutive trading days in a single quarter, with such vesting to occur only on the last day of that quarter, provided that the Reporting Person is employed by the Company on that date. Notwithstanding the foregoing, if any Hurdle is met within one year of the grant date, then such options will not vest until the first anniversary of the grant date.
- F4Pursuant to the performance-based stock options granted on October 16, 2013, under the Company's 2013 Employee, Director and Consultant Equity Incentive Plan, 57,022 unexercised options were forfeited on the date of the expiration of the Company's publicly traded warrants.
- F5Pursuant to the time-based stock options granted on October 16, 2013, under the Company's 2013 Employee, Director and Consultant Equity Incentive Plan, 57,022 unexercised options were forfeited on the date of the expiration of the Company's publicly traded warrants.