SEC Form 5 · accession 0001445866-16-001626
Eos Petro, Inc. · EOPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
LOWCO (EOS/PETRO) LLC
10% Owner
Period of report
Dec 31, 2015
Accepted (ET)
Feb 16, 2016 · 9:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001419583
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 23, 2013 | P | 950,000 | $0.02 | A | 5,375,000 | I | LowCo [EOS/PETRO], LLC |
| Common StockF1,F2 | Jun 25, 2014 | P | 1,000,000 | $14.00 | A | 5,375,000 | I | LowCo [EOS/PETRO], LLC |
| Common StockF1,F2 | Dec 4, 2014 | P | 1,000,000 | $1.00 | A | 5,375,000 | I | LowCo [EOS/PETRO], LLC |
| Common StockF1,F2 | Aug 14, 2015 | P | 75,000 | $4.12 | A | 5,375,000 | I | LowCo [EOS/PETRO], LLC |
| Common StockF1,F2 | Jun 15, 2015 | P | 500,000 | $0.33 | A | 5,375,000 | I | LowCo [EOS/PETRO], LLC |
| Common StockF1,F3 | Jun 15, 2015 | P | 500,000 | $0.33 | A | 5,375,000 | I | LowCal Industries, LLC |
| Common StockF1 | Jun 15, 2015 | P | 50,000 | $0.33 | A | 5,375,000 | I | Shlomo Lowy |
| Common StockF3 | Oct 20, 2015 | P | 1,250,000 | $0.28 | A | 5,375,000 | I | LowCal Industries, LLC |
| Common StockF5,F6 | Dec 14, 2015 | P | 1,000,000 | $0.15 | A | 5,375,000 | I | Ilana Lowy |
| Common StockF5,F6 | Jan 20, 2016 | P | 650,000 | $0.23 | A | 5,375,000 | I | Ilana Lowy |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NoteF7,F3,F10 | $2.50 | Feb 8, 2013 | P | — | A | — | — | Common Stock | 2,000,000 | 0 | I |
| Exit StockF8,F3 | — | Feb 8, 2013 | P | 50,000 | A | — | — | Common Stock | 50,000 | 50,000 | I |
| WarrantF9,F8,F2,F10 | $2.00 | Aug 14, 2014 | P | 500,000 | A | Aug 14, 2014 | Jan 1, 2019 | Common Stock | 500,000 | 0 | I |
| WarrantF9,F8,F2,F10 | $2.00 | Aug 14, 2015 | P | 500,000 | A | Aug 14, 2015 | Jan 1, 2019 | Common Stock | 500,000 | 0 | I |
Explanation of responses
- F1See note 4 below. Upon the acquisition of Common Stock on October 20, 2015, Shlomo Lowy became the beneficial owner of 5,375,000 shares of the Issuer's Common Stock, representing approximately 11% of the issued and outstanding shares of Common Stock of Issuer.
- F10The Note, the 2014 Warrant and the 2015 Warrant contain a contractual limit of 9.99% on the amount of outstanding shares of Common Stock that LowCal and its affiliates, including LowCoEOS, may in the aggregate beneficially own after exercise of the Note or 2014 Warrant. Absent a written waiver from the Issuer, neither the Note, the 2014 Warrant nor the 2015 Warrant may be exercised in whole or in part if such exercise would cause LowCal and its affiliates to exceed the contractual limit.
- F2Shlomo Lowy ("Mr. Lowy") is the sole managing member of LowCo, LLC ("LowCoLLC"), which in turn acts as the sole managing member of LowCo [EOS/Petro], LLC ("LowCoEOS").
- F3Mr. Lowy is the sole managing member of Kinderlach Ltd Co, LLC ("Kinderlach"), which in turn acts as the sole managing member of LowCal Industries, LLC ("LowCal").
- F4On October 20, 2015, Mr. Lowy became the beneficial owner of 5,375,000 shares of Common Stock, which includes 50,000 derivative shares described in note 8 below, representing approximately 11% of the issued and outstanding shares of Common Stock of Issuer.
- F5Ilana Lowy ("Mrs. Lowy") is Mr. Lowy's wife and lives in the same residence as Mr. Lowy. However, Mrs. Lowy's shares were purchased with her own personal funds, and Mr. Lowy does not have voting or investment power over the securities held by Mrs. Lowy. Mr. Lowy expressly disclaims beneficial ownership of any securities of Issuer held by Mrs. Lowy.
- F6Mr. Lowy disclaims beneficial ownership of the 1,650,000 shares of common stock owned by Mrs. Lowy.
- F7On February 8, 2013, the Issuer issued a secured convertible promissory note to LowCal (the "Note"). As subsequently amended on January 13, 2015, all $5,000,000 in principal is convertible at the option of LowCal into shares of Common Stock at a per share conversion price of $2.50.
- F8On the date that the Note has been paid in full, Issuer has also promised to issue to LowCal an additional 50,000 shares of Common Stock.
- F9On August 14, 2014, and as amended on August 15, 2015, in consideration for certain amendments made to the Note, the Issuer issued to LowCoEOS a warrant (the "2014 Warrant") to purchase 500,000 shares of Common Stock, which is exercisable at $2.00 per share and expires on January 1, 2019. On August 14, 2015, the Issuer issued an additional warrant (the "2015 Warrant") to purchase 500,000 shares of the Issuer's restricted common stock at an exercise price of $2.00, vesting immediately and expiring January 1, 2019.