SEC Form 4 · accession 0001493152-18-016828
CEA Industries Inc. · BNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony K McDonald
Officer — CEO/President · Director
Period of report
Nov 28, 2018
Accepted (ET)
Nov 28, 2018 · 7:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001482541
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | $0.00 | Nov 28, 2018 | J | 197,368 | D | — | — | Common Stock | 197,368 | 0 | D |
| Option to purchase common stockF2 | $0.089 | Nov 28, 2018 | A | 1,000,000 | A | Nov 28, 2018 | Nov 28, 2028 | Common Stock | 1,000,000 | 1,000,000 | D |
| Option to purchase common stockF3 | $0.089 | Nov 28, 2018 | A | 2,000,000 | A | Dec 31, 2019 | Nov 28, 2028 | Common Stock | 2,000,000 | 3,000,000 | D |
| Option to purchase common stockF4 | $0.089 | Nov 28, 2018 | A | 2,000,000 | A | Dec 31, 2020 | Nov 28, 2028 | Common Stock | 2,000,000 | 5,000,000 | D |
Explanation of responses
- F1On September 12, 2018, in connection with the reporting person's appointment to the Issuer's Board of Directors (the "Board"), the Board granted the reporting person 197,368 restricted stock units ("RSUs"), which are scheduled to vest on September 12, 2019, subject to his continued service through the vesting date. The closing price of the Issuer's common stock as the grant date was $0.152. The grant of the RSUs was a transaction exempt from Section 16(b) of the Exchange Act. In connection with the grant of non-qualified stock options disclosed in Table II above, the Reporting Person agreed with the Board to surrender the RSU's to the Issuer,for cancellation as of November 28, 2018.
- F2On November 28, 2018, the Issuer's board of directors approved the grant of non-qualified stock options to purchase 1,000,000 shares of common stock at an exercise price of $0.089, the closing price of Issuer's common stock on November 27, 2018, which were vested and exercisable on the date of grant. These options were granted in connection with the Reporting Person's appointment as the Company's CEO and President. The grant of these options and the issuance of shares of common stock upon exercise thereof are transactions exempt from Section 16(b) of the Exchange Act.
- F3On November 28, 2018, the Issuer's board of directors approved the grant of non-qualified stock options to purchase 2,000,000 shares of common stock at an exercise price of $0.089, the closing price of Issuer's common stock on November 27, 2018, which vest and become exercisable on December 31, 2019 if the Reporting Person continues to be employed by the Issuer on that date. These options were granted in connection with the Reporting Person's appointment as the Company's CEO and President. The grant of these options and the issuance of shares of common stock upon exercise thereof are transactions exempt from Section 16(b) of the Exchange Act.
- F4On November 28, 2018, the Issuer's board of directors approved the grant of non-qualified stock options to purchase 2,000,000 shares of common stock at an exercise price of $0.089, the closing price of Issuer's common stock on November 27, 2018, which vest and become exercisable on December 31, 2020 if the Reporting Person continues to be employed by the Issuer on that date. These options were granted in connection with the Reporting Person's appointment as the Company's CEO and President. The grant of these options and the issuance of shares of common stock upon exercise thereof are transactions exempt from Section 16(b) of the Exchange Act.