SEC Form 3 · accession 0001144204-15-027246
HARRISON VICKERS & WATERMAN INC · HVCW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Attitude Drinks Inc.
10% Owner
Period of report
Apr 21, 2015
Accepted (ET)
May 4, 2015 · 2:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001472847
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 87,990,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF3,F1 | — | holding | — | — | — | Apr 21, 2015 | Apr 21, 2022 | Common Stock | 5,000,000 | — | D |
| Series B Convertible Preferred StockF4,F1 | — | holding | — | — | — | — | — | Common Stock | 51,000 | — | D |
Explanation of responses
- F1The securities included in this report are directly owned by Attitude Drinks Incorporated ("ADI"); however, these securities may also be deemed to be indirectly beneficially owned by Roy G. Warren due to his position as the Chief Executive Officer of ADI. See the Form 3 filed by Mr. Warren on the date hereof with respect to these securities. Mr. Warren 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 Mr. Warren 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.
- F2On April 21, 2015, ADI purchased 87,990,000 shares of common stock, par value $.0001 per share (the "Common Stock"), of Harrison Vickers and Waterman Inc. ("HVW") in a private transaction.
- F3On April 21, 2015, ADI and two other shareholders of ADI's majority owned subsidiary, Attitude Beer Holdings Co ("ABH"), entered into a Purchase Agreement with HVW pursuant to which ADI and the two shareholders sold to HVW all of the outstanding shares of stock of ABH, and ABH became a wholly owned subsidiary of HVW. In consideration for the sale of the shares of common stock of ABH, HVW issued to ADI: (i) a seven year warrant to purchase 5,000,000 shares of Common Stock at an exercise price of $0.075 per share (subject to customary anti-dilution adjustment); and (ii) 51 shares of newly created Series B Convertible Preferred Stock of HVW (the "Series B Preferred Stock").
- F4The Series B Preferred Stock is convertible at any time after the second anniversary of the issuance date (April 21, 2015), with each share of Series B Preferred Stock convertible, at the option of the holder, into 1,000 shares of Common Stock. The Series B Preferred Stock has no expiration date.