SEC Form 4 · accession 0001493152-18-017748
CEA Industries Inc. · BNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 18, 2018
Accepted (ET)
Dec 20, 2018 · 4:10 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 $0.00001F1,F2 | Dec 18, 2018 | A | 35,190 | — | A | 18,194,859 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Stock Option AgreementF2 | $0.00 | Dec 18, 2018 | M | 0 | D | — | — | Preferred Stock | 35,189,669 | 0 | D |
Explanation of responses
- F1The amount of common stock beneficially owned by the Reporting Persons under Table I, column 5 includes 1,000,000 shares of common stock issued to Brandy Keen on July 13, 2018 in settlement of 1,000,000 restricted stock units that vested on June 30, 2018. The grant of the restricted stock units was previously reported in a Form 4 filed on May 31, 2018.
- F2On December 18, 2018, the Issuer issued 35,190 shares of common stock to the Reporting Persons in connection with the Issuer's exercise of an option under a Preferred Stock Option Agreement dated May 29, 2018. The Issuer previously reported this Preferred Stock Option Agreement in Table II on a Form 4 filed on May 31, 2018. Pursuant to the exercise of this option and the closing of the transactions thereunder on December 18, 2018, the Issuer acquired all 35,189,669 shares of preferred stock owned by the Reporting Persons in exchange for 35,190 shares of common stock. The common stock issued upon exercise were restricted shares. The option expired on April 30, 2020. As consideration for Reporting Persons' grant of the option, the Issuer also paid them $5,000. The sale of the preferred stock by the Reporting Persons and the issuance of common stock to the Reporting Persons upon exercise of the option by the Issuer, are transactions exempt from Section 16(b) of the Exchange Act.
Remarks
The Reporting Persons are longer subject to Section 16 based on their ownership of the Issuer's common stock being less than 10%.