SEC Form 4 · accession 0000899243-16-010554
Diligent Corp · DIL.NZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 23, 2015
Accepted (ET)
Jan 4, 2016 · 6:10 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001433269
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F2 | — | Dec 23, 2015 | G | 10,000,000 | D | — | — | Common Stock | 10,000,000 | 0 | I |
| Series A Convertible Preferred StockF1,F2 | — | Dec 23, 2015 | G | 10,000,000 | A | — | — | Common Stock | 10,000,000 | 10,000,000 | I |
Explanation of responses
- F1The shares of Series A Convertible Preferred Stock are convertible into common stock on a one-for-one basis without payment and have no expiration date.
- F2The shares were transferred by Carroll Capital Holdings, LLC ("Carroll Capital") to Greenwood Investments LLC ("Greenwood") for no consideration as a gift. Mr. Carroll is the manager of both Carroll Capital and Greenwood. Prior to the transfer Mr. Carroll had sole voting and dispositive power of the shares owned by Carroll Capital. Mr. Carroll has sole voting and dispositive power of the shares owned by Greenwood and as such he may be deemed to indirectly beneficially own the shares owned by Greenwood. Mr. Carroll disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein. The sole member of Greenwood is the Greenwood 2015 Trust. The beneficiaries of the Greenwood 2015 Trust are Mr. Carroll and members of his family.
Remarks
This Form 4 is being filed early on a voluntary basis to report the transfer by way of gift of 10,000,000 shares of Series A Preferred Stock.