SEC Form 4 · accession 0001144204-15-041408
PLEDGE PETROLEUM CORP · PROP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Ervington Investments Ltd
10% Owner
Greenleas International Holdings Ltd
10% Owner
Harmony Trust Settlement
10% Owner
Period of report
Jul 6, 2015
Accepted (ET)
Jul 7, 2015 · 5:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001434110
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 6, 2015 | P$0 | 56,677,477 | — | A | 64,302,467 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF2,F3,F1 | — | Jul 6, 2015 | P | 2,974,576 | A | — | — | Common Stock | 79,322,032 | 4,500,000 | I |
| Series A-1 Preferred StockF2,F4,F3,F1 | — | Jul 6, 2015 | P | 700,000 | A | — | — | Common Stock | 7,000,000 | 3,137,500 | I |
Explanation of responses
- F1The securities included in this report are directly owned by Ervington Investments Ltd ("Ervington"), which is wholly owned by Greenleas International Holdings Ltd ("Greenleas"), which is wholly owned by Harmony Trust Settlement ("Harmony Trust"). Each of Ervington, Greenleas and Harmony Trust, through the ownership described herein, may be deemed to beneficially own the shares held by Ervington. Each of Greenleas and Harmony Trust disclaims beneficial ownership of the reported securities except to the extent of the pecuniary interest, if any, therein and this report shall not be deemed an admission that either Greenleas or Harmony Trust is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2The shares of common stock (the "Common Stock") of Propell Technologies Group, Inc., the shares of Series C Preferred Stock and shares of Series A-1 Preferred Stock reported in this report were acquired in a private placement transaction for aggregate proceeds of $9,750,000.
- F3The Series C Preferred Stock has no expiration date and each share of Series C Preferred Stock is convertible at any time at the option of the holder into approximately 26.67 shares of Common Stock. As a result, the 4,500,000 shares of Series C Preferred Stock reported herein are convertible into an aggregate of 120,000,000 shares of Common Stock.
- F4The Series A-1 Preferred Stock has no expiration date and each share of Series A-1 Preferred Stock is convertible at any time at the option of the holder into ten (10) shares of Common Stock. As a result, the 3,137,500 shares of Series A-1 Preferred Stock reported herein are convertible into an aggregate of 31,375,000 shares of Common Stock.