SEC Form 4 · accession 0001493152-18-001212
CEA Industries Inc. · BNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aaron Trent Doucet
Other
Period of report
Jan 25, 2018
Accepted (ET)
Jan 29, 2018 · 7:25 pm EST
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 shareF2 | Jan 25, 2018 | S | 50,000 | $0.43 | D | 700,000 | D | |
| Common Stock, par value $0.00001 per shareF2,F3 | Jan 26, 2018 | S | 399,600 | $0.4106 | D | 300,400 | D | |
| Common Stock, par value $0.00001 per shareF2,F4 | Jan 29, 2018 | S | 300,400 | $0.4331 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F1 | $0.00 | Jan 2, 2018 | M | 750,000 | D | — | — | Common Stock | 750,000 | 8,250,000 | D |
Explanation of responses
- F1On August 17, 2017, the Issuer's Board of Directors granted the Reporting Person a total of 9,000,000 restricted stock units, which vest in twelve (12) equal installments (750,000 restricted stock units per installment) commencing on the first business day of January 2018 and continuing on the first business day of each of the next eleven (11) calendar months, provided that the Reporting Person is employed by the Issuer on such vesting date or, if the initial term under the employment agreement between the Issuer and the Reporting Person has expired, the Reporting Person has not materially breached any non-competition, non-solicitation and other post-termination of employment obligations.
- F2On January 2, 2018, the first installment of 750,000 restricted stock units vested and the Issuer delivered 750,000 shares to the Reporting Person pursuant to the Issuer's S-8 registration under its equity incentive plan. Following the foregoing vesting and issuance, the Reporting Person has 8,250,000 restricted stock units subject to future vesting as specified above.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.40 - $0.42, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.405 - $0.45, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.
Remarks
On August 17, 2017, the Reporting Person resigned as the Issuer's Chief Executive Officer and President and as a member of the Issuer's Board of Directors.