SEC Form 4 · accession 0001608357-15-000001
ECOSCIENCES, INC. · ECEZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joel Falitz
Officer — CEO, Pres., Sec'y & Treas. · Director · 10% Owner
Period of report
Apr 20, 2015
Accepted (ET)
Sep 21, 2015 · 5:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001493174
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Apr 20, 2015 | J | 235,000,000 | $0.00 | D | 15,001,500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF7,F3,F4 | — | Apr 20, 2015 | J | 4,700,000 | A | Apr 20, 2016 | — | Common Stock | 56,400,000 | 4,700,000 | D |
| Series D Convertible Preferred StockF5,F6,F4 | — | Jun 4, 2015 | A | 100,000 | A | Jun 4, 2016 | — | Common Stock | 1,000,000 | 100,000 | D |
Explanation of responses
- F1Pursuant to a Share Exchange Agreement, dated April 20, 2015, between Reporting Person and Issuer, Reporting Person returned 235,000,000 shares of Common Stock to the Issuer in exchange for 4,700,000 shares of Series C Convertible Preferred Stock under Section 3(a)(9) of the Securities Act.
- F2No consideration was paid pursuant to Section 3(a)(9) of the Securities Act.
- F3After first anniversary of issuance date, holder may convert each share of Series C Preferred Stock into twelve (12) shares of Issuer's Common Stock unless such conversion would result in holder beneficially owning more than 4.99% of such Common Stock.
- F4No Expiration Date.
- F5Issued pursuant to a Stock Purchase Agreement, dated June 4, 2015, between Issuer and Reporting Person in connection with Reporting Person's Management Services Agreement, dated June 4, 2015, between Issuer and Reporting Person.
- F6After first anniversary of issuance date, holder may convert each share of Series D Preferred Stock into ten (10) shares of Issuer's Common Stock unless such conversion would result in holder beneficially owning more than 4.99% of such Common Stock.
- F7No consideration was paid under Section 3(a)(9) of the Securities Act.