SEC Form 3/A · accession 0001144204-16-101045
PLEDGE PETROLEUM CORP · PROP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 3/A). It replaces an earlier filing for the same period.
Reporting owners
Ervington Investments Ltd
10% Owner
Harmony Trust Settlement
10% Owner
NORMA INVESTMENTS Ltd
10% Owner
Period of report
Apr 5, 2016
Accepted (ET)
May 12, 2016 · 9:52 am 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,F3 | holding | — | — | — | 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 StockF1,F2,F3,F4 | — | holding | — | — | — | — | — | Common Stock | 120,000,000 | — | I |
| Series A-1 Preferred StockF1,F2,F3,F5 | — | holding | — | — | — | — | — | Common Stock | 31,375,000 | — | I |
Explanation of responses
- F1This Form 3 is being amended to disclose that Ervington Investments Ltd ("Ervington"), the direct owner of the securities included in this report, has been sold to Norma Investments Limited ("Norma"). As a result, Ervington remains the direct owner of the securities included in this report; however, Ervington is now wholly owned by Norma and not Greenleas International Holdings Ltd ("Greenleas") as previously reported. Norma is wholly owned by Harmony Trust Settlement ("Harmony Trust").
- F2Each of Ervington, Norma and Harmony Trust, through the ownership described herein, may be deemed to beneficially own the shares held by Ervington. In addition, Greenleas is no longer deemed to beneficially own the shares held by Ervington. Each of Norma 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 Norma 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.
- F3The 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.
- F4The Series C Preferred Stock have no expiration date and each share of Series C Preferred Stock is convertible at any time at the option of the holder into 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.
- F5The 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.