SEC Form 4 · accession 0001144204-16-093952
ONE Group Hospitality, Inc. · STKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Segal
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Oct 1, 2015
Accepted (ET)
Apr 12, 2016 · 8:47 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 | Oct 1, 2015 | G | 41,250 | $0.00 | D | 6,584,980 | D | |
| Common Stock, par value $0.0001 per shareF2 | Apr 8, 2016 | A | 150,000 | $0.00 | A | 6,734,980 | D | |
| Common Stock, par value $0.0001 per share | holding | — | — | — | 386,166 | I | By Jonathan Segal 2012 Family Trust |
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 | 500,000 | A | — | — | Common Stock, par value $0.0001 per share | 500,000 | 0 | D |
| Option to Purchase Common Stock, par value $0.0001 per shareF4 | $5.00 | Feb 29, 2016 | D | 114,044 | D | — | — | Common Stock, par value $0.0001 per share | 114,044 | 0 | D |
| Option to Purchase Common Stock, par value $0.0001 per shareF5 | $5.00 | Feb 29, 2016 | D | 114,044 | D | — | — | Common Stock, par value $0.0001 per share | 114,044 | 0 | D |
Explanation of responses
- F1These gifted shares are being reported late due to an inadvertent administrative error.
- F2Of the shares of common stock reported, 150,000 are represented by restricted stock units which 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, 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 shares will not vest until the first anniversary of the grant date.
- F3The 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, 114,044 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, 114,044 unexercised options were forfeited on the date of the expiration of the Company's publicly traded warrants.