SEC Form 4 · accession 0001213900-15-009063
Infinity Augmented Reality, Inc. · ALSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Moshe Hogeg
Director · 10% Owner
Period of report
Mar 16, 2015
Accepted (ET)
Nov 24, 2015 · 3:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001421538
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 16, 2015 | S | 295,000 | $0.1679 | D | 8,136,719 | D | |
| Common StockF1,F3 | Mar 17, 2015 | S | 105,000 | $0.1206 | D | 8,031,719 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NotesF4 | $0.00 | Apr 6, 2015 | P | 14,324,313 | A | Apr 6, 2015 | Apr 6, 2016 | Convertible Notes | 14,324,313 | 22,356,032 | I |
| Series A Preferred StockF5,F8 | $0.00 | Aug 25, 2015 | C | 8,031,719 | A | Aug 25, 2015 | — | Series A Preferred Stock | 8,031,719 | 22,356,032 | I |
| Series B Preferred StockF6,F8 | $0.00 | Aug 25, 2015 | C | 14,324,313 | A | Aug 25, 2015 | — | Series B Preferred Stock | 14,324,313 | 22,356,032 | I |
| Series B Preferred StockF7,F8 | $0.00 | Sep 8, 2015 | P | 14,324,313 | A | Sep 8, 2015 | — | Series B Preferred Stock | 14,324,313 | 36,680,345 | I |
Explanation of responses
- F1Reporting Person inadvertently reported the acquisition on a form 4 of 450,000 shares of common stock, par value $0.00001 per share (the "Common Stock") of Infinity Augmented Reality, Inc. (the "Issuer") on November 25, 2013, where in fact he acquired only 400,000, which were all sold in March 2015 as reported in this Form 4.
- F2Consist of (a) 105,000 shares of common Stock held directly by the Reporting Person and (b) 8,031,719 shares of Common Stock of the Issuer issuable upon conversion of Series A Preferred Stock par value $0.00001 per share (the "Series A Preferred Stock") of the Issuer which are held directly by Singulariteam Fund LP. The reporting person is the Managing Partner & Chairman of Singulariteam Fund LP and may be deemed to beneficially own such shares. Singulariteam Fund LP entered into an agreement with the Issuer to receive the above referred to Series A Preferred Stock for 4,000,000 in principal amount of convertible debentures of the Issuer and accrued interest thereon and warrants to purchase up to an additional $4,000,000 shares. Does not include options to purchase 20,100,000 of Common Stock.
- F3Consist of 8,031,719 shares of Common Stock of the Issuer issuable upon conversion of Series A Preferred Stock of the Issuer. See also note 2.
- F4Consist of (a) 8,031,719 shares of Common Stock of the Issuer issuable upon conversion of Series A Preferred Stock of the Issuer. See Note 2 and (b) convertible notes which are convertible into 14,324,313 Series B Preferred Shares held directly by Singulariteam Fund II LP. The Reporting Person is the Principal Partner & Chairman of Singulariteam Fund II LP and may be deemed to beneficially own such shares.
- F5Reflects the receipt of 8,031,719 shares of Series A Preferred Stock of the Issuer held by Singulariteam Fund LP in exchange for 4,000,000 in principal amount of convertible debentures of the Issuer and accrued interest thereon and warrants to purchase up to an additional $4,000,000 shares and (b) notes to purchase 14,324,313 shares of Series B Preferred Stock held directly by Singulariteam Fund II LP. Shares of Series A Preferred Stock and Series B Preferred Stock are currently convertible on a one for one basis to Common Stock.
- F6Reflects the automatic conversion of notes to 14,324,313 shares of Series B Preferred Stock. Consists of (a) 8,031,719 shares of Series A Preferred Stock directly owned by Singulariteam Fund LP and (b) 14,324,313 Series B Preferred Shares held directly by Singulariteam Fund II LP.
- F7Consists of (a) 8,031,719 shares of Series A Preferred Stock directly owned by Singulariteam Fund LP and (b) 28,648,626 shares of Series B Preferred Stock held directly by Singulariteam Fund II LP.
- F8The right to convert the Series A Preferred Stock and Series B Preferred Stock to Common Stock does not expire.