SEC Form 4 · accession 0001589728-15-000027
HAWKER ENERGY, INC. · HWKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Darren Katic
Officer — CEO · Director · 10% Owner
Period of report
Aug 31, 2015
Accepted (ET)
Sep 2, 2015 · 12:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001415286
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 12% Convertible Promissory NoteF1,F2,F5,F4,F3 | $0.10 | Aug 31, 2015 | J | — | A | — | — | Units | 5,870,530 | — | D |
Explanation of responses
- F1Reporting Person was issued a convertible promissory note in the original principal amount of $587,053, which bears simple interest at the rate of 12% per annum. $407,053 of the principal amount, together with any interest accrued thereon, is convertible at any time at the option of Reporting Person into Units at a conversion price of $0.10 per Unit ("Conversion Price"). $180,000 of the principal amount, together with any interest accrued thereon, is convertible at the maturity date (see note 5 below) at the option of Reporting Person into Units at the Conversion Price.
- F2(Continued from note 1 above) Each "Unit" consists of one share of the Issuer's common stock and a warrant to purchase one-half share of the Issuer's common stock. Each warrant, if issued, has an exercise price of $0.25 per each whole share of the Issuer's common stock (subject to customary adjustments for stock dividends, stock splits, reorganizations and similar transactions) and an exercise period of three years from the date of issuance.
- F3The Conversion Price subject to customary adjustments for stock dividends, stock splits, reorganizations and similar transactions. In addition, subject to certain customary exceptions, if at any time while the convertible promissory note is outstanding the Issuer issues shares of its common stock at a a price less than $0.10 per share (a "Lower Sale Price"), the Conversion Price shall automatically be adjusted to equal the Lower Sale Price.
- F4Reporting Person was issued the convertible promissory note (a) in replacement of a previously issued non-convertible promissory note made by Issuer in favor of Reporting Person in the remaining principal amount of $378,000("Original Note"), as well as capitalization of $28,253 in accrued interest outstanding under the Original Note as of August 31,2015 and (b) as capitalization of $180,000 in unpaid bonuses owned by Issuer to Reporting Person as of August 31,2015.
- F5The convertible promissory note has a maturity date of September 1, 2018. However, the maturity date will accelerate upon Reporting Person no longer being the Chief Executive Officer of the Issuer other than as a result of Reporting Person's voluntary resignation without good reason.