SEC Form 4/A · accession 0001140361-15-033012
TORCHLIGHT ENERGY RESOURCES INC · TRCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Eunis Lorance Shockey Jr.
Director
Period of report
May 4, 2015
Accepted (ET)
Aug 20, 2015 · 5:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001431959
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1 | $0.50 | May 4, 2015 | A | 400,000 | A | May 4, 2015 | May 4, 2018 | Common Stock | 400,000 | 400,000 | D |
| WarrantsF2 | $2.29 | Jun 30, 2015 | A | 120,000 | A | Jun 30, 2015 | Jun 30, 2018 | Common Stock | 120,000 | 120,000 | D |
Explanation of responses
- F1The issuer issued a promissory note (the "Note") to Mr. Shockey on November 4, 2014 to evidence his loan of $500,000, which Note was due on December 4, 2014. As consideration for defaulting on the Note and for Mr. Shockey agreeing to extend the Note, the issuer's Board of Directors authorized issuing the 400,000 warrants to Mr. Shockey on May 4, 2015.
- F2On June 30, 2015, the issuer issued 120,000 warrants to Mr. Shockey as consideration for agreeing to extend the Note to December 31, 2015. Under the terms of the extension, the warrants will be subject to a vesting schedule which will provide for 40,000 shares to vest on June 30, 2015, 40,000 shares to vest on September 30, 2015, and 40,000 shares to vest on December 31, 2015, provided that the warrants shall not vest if the Note has been repaid prior to the date of vesting. In the event that a portion of the Note is paid, then the number of warrants, which remain subject to vesting, will be reduced pro rata.