SEC Form 4/A · accession 0001065949-18-000135
BLACKSTAR ENTERPRISE GROUP, INC. · BEGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
John N Harris
Officer — CEO, President · Director · 10% Owner
Period of report
Apr 29, 2018
Accepted (ET)
Oct 1, 2018 · 8:36 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001483646
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 14, 2017 | M | 1,440,000 | $0.05 | A | 1,440,000 | D | |
| Common Stock | Jun 14, 2017 | M | 720,000 | $0.05 | A | 720,000 | I | As an Officer of Rare Green, Inc. |
| Common Stock | Jun 14, 2017 | M | 1,296,000 | $0.05 | A | 45,696,000 | I | As an Officer and Director of International Hedge Group, Inc. |
| Common Stock | Jun 14, 2017 | J | 1,296,000 | $0.05 | D | 44,400,000 | I | As an Officer and Director of International Hedge Group, Inc. |
| Common Stock | Sep 27, 2017 | J | 16,420,000 | $0.00 | D | 27,980,000 | I | As an Officer and Director of International Hedge Group, Inc. |
| Common Stock | Apr 29, 2018 | J | 330,000 | $0.00 | D | 27,650,000 | I | As an Officer and Director of International Hedge Group, Inc. |
| Common Stock | Jun 14, 2018 | M | 1,444,445 | $0.05 | A | 2,884,445 | D | |
| Common Stock | Jun 14, 2018 | M | 722,222 | $0.05 | A | 1,442,222 | I | As an Officer of Rare Green, Inc. |
| Common Stock | Jun 14, 2018 | M | 1,300,000 | $0.05 | A | 28,950,000 | I | As an Officer and Director of International Hedge Group, Inc. |
| Common Stock | Jun 14, 2018 | J | 1,300,000 | $0.00 | D | 27,650,000 | I | As an Officer and Director of International Hedge Group, Inc. |
| Common Stock | Jun 18, 2018 | J | 16,370,370 | $0.00 | D | 11,279,630 | I | As an Officer and Director of International Hedge Group, Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF4 | $0.05 | Jun 14, 2017 | M | 1,500,000 | D | Aug 30, 2016 | Aug 30, 2019 | Common Stock | 1,500,000 | 1,500,000 | D |
| WarrantsF4 | $0.05 | Jun 14, 2017 | M | 750,000 | D | Aug 30, 2016 | Aug 30, 2019 | Common Stock | 750,000 | 750,000 | I |
| WarrantsF4 | $0.05 | Jun 14, 2017 | M | 1,350,000 | D | Aug 30, 2016 | Aug 30, 2019 | Common Stock | 1,350,000 | 1,350,000 | I |
| Warrants | $0.05 | Jun 14, 2018 | M | — | D | Aug 30, 2016 | Aug 30, 2019 | Common Stock | 1,500,000 | 0 | D |
| Warrants | $0.05 | Jun 14, 2018 | M | 750,000 | D | Aug 30, 2016 | Aug 30, 2019 | Common Stock | 750,000 | 0 | I |
| Warrants | $0.05 | Jun 14, 2018 | M | 1,350,000 | D | Aug 30, 2016 | Aug 30, 2019 | Common Stock | 1,350,000 | 0 | I |
Explanation of responses
- F1Mr. Harris exercised 1,500,000 warrants in a cashless exercise @ $0.05 per share on June 14, 2017, resulting in 1,440,000 shares of common stock, thereby changing their shareholdings reflected in this Form 4. In addition, Rare Green, Inc., of which Mr. Harris is an officer, exercised 750,000 warrants in a cashless exercise @ $0.05 per share on June 14, 2017, resulting in 720,000 shares of common stock.
- F2The cashless exercise of 1,350,000 warrants by International Hedge Group, Inc. resulted in 1,296,000 shares of common stock, which were assigned in part to THL Holdings, LLC (960,000), with the remainder being assigned to three other non-affiliate shareholders.
- F3On September 27, 2017, International Hedge Group, Inc. retired 16,420,000, shares to treasury. The Transaction Date was previously misreported as September 29, 2017 and is being corrected to September 27, 2017 in Table I to reflect the date of the resolution of the Board of Directors.
- F4The original Form 4, filed on February 16, 2018, is being amended by this Form 4 amendment in part to correct an administrative error, which misreported several of the transaction codes as "J" when they should have been correctly state "M." Additionally, the price of the derivative securities has been corrected to $0.00, as the warrants were received in exchange for services to the company.
- F5Mr. Harris exercised 1,500,000 warrants in a cashless exercise @ $0.05 per share on June 14, 2018, resulting in 1,444,445 shares of common stock, thereby changing their shareholdings reflected in this amendment. In addition, Rare Green, Inc. of which Mr. Harris is an officer, exercised 750,000 warrants in a cashless exercise @ $0.05 per share on June 14, 2018, resulting in 722,222 shares of common stock.
- F6On April 29, 2018, International Hedge Group, Inc. retired 330,000 shares to treasury simultaneous to the issuance of 330,000 shares purchased in a private placement offering. International Hedge Group, Inc., of which Mr. Harris is an officer and director, exercised 1,350,000 warrants on June 14, 2018 resulting in 1,300,000 shares of common stock, which were assigned to non-affiliated individual advisors to the Company. On June 18, 2018, International Hedge Group, Inc. retired 16,370,370 shares to treasury.