SEC Form 4 · accession 0001493152-17-007004
CEA Industries Inc. · BNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Morgan Paxhia
Other
Period of report
Jun 20, 2017
Accepted (ET)
Jun 22, 2017 · 3:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001482541
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.00001 per shareF1,F3 | holding | — | — | — | 800 | D | ||
| Common Stock, par value $0.00001 per shareF1,F3 | holding | — | — | — | 6,574,602 | I | By Demeter Capital Group LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to purchase Common StockF2 | $0.114 | Jun 20, 2017 | A | 900,000 | A | Dec 20, 2017 | Jun 19, 2022 | Common stock | 900,000 | 900,000 | I |
| Warrants to purchase Common StockF2 | $0.0005 | Jun 20, 2017 | A | 460,525 | A | Dec 20, 2017 | Jun 19, 2022 | Common stock | 460,525 | 460,525 | I |
| Warrants to purchase Common StockF2 | $0.0005 | Jun 20, 2017 | A | 460,525 | A | Dec 20, 2017 | Jun 19, 2022 | Common stock | 460,525 | 460,525 | I |
Explanation of responses
- F1Morgan Paxhia was no longer a director of the Issuer effective May 31, 2017. Mr. Paxhia owned, directly or indirectly, the non-derivative securities of the Issuer set forth in Table I as of May 31, 2017.
- F2Warrants issued for services rendered to the Issuer by Mr. Paxhia prior to May 31, 2017. Mr. Paxhia and his sister, Emily Paxhia, are the managing members of Poseidon Asset Management LLC ("Poseidon") and in such capacities exercise voting and dispositive power over the securities beneficially owned by Poseidon. Poseidon is the general partner and/or investment manager of Demeter Capital Group LP ("Demeter") and in such capacity exercises voting and dispositive power over the securities beneficially owned by Demeter.
- F3Demeter also owns 33,428,023 shares of the Issuer's Series A Preferred Stock ("Preferred Stock"). Each share of Preferred Stock has one vote equivalent to one vote of common stock. The shares of Preferred Stock have no conversion rights, preemptive rights or dividend rights. The par value per share of Preferred Stock is $0.00001.