SEC Form 4 · accession 0001213900-15-000548

Grilled Cheese Truck, Inc. · GRLD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On June 30, 2014, SoDak Offerings IV, LLC ("SoDak IV") received 459,130 shares of common stock as payment for providing line of credit services to the issuer.
• F2This statement is jointly filed by and on behalf of each of SoDak IV, SoDak Offerings, LLC ("SoDak I"), Robert O. Mayer ("Mayer"), and Roland W. Gentner ("Gentner", and together with SoDak IV, SoDak I and Mayer, the "Reporting Persons").
• F3Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
• F4SoDak IV is the direct owner of these acquired securities. Mayer and Gentner are the investment manager and general manager, respectively, of SoDak IV and share voting and investment control over all securities owned by SoDak IV. They may be deemed to beneficially own securities owned by SoDak IV.
• F5SoDak I is a limited liability company member of GCT TX, LLC ("GCT") and received such securities as a result of an asset distribution by GCT to its members for no consideration. The securities listed here were purchased by GCT from the issuer as part of a single Unit which comprised of a $25,000 10% convertible note (which were subsequently converted into the common stock acquired by SoDak I that is reported herein) and a warrant to purchase up to 12,500 shares for a per Unit purchase price of $25,000. The warrant exercise date precedes the transaction date because these securities, which were originally acquired by GCT on April 16, 2013, were transferred from GCT as a result of GCT's distribution of assets to its members.
• F6SoDak I is the direct owner of these acquired securities. Mayer and Gentner are the investment manager and general manager, respectively, of SoDak I and share voting and investment control over all securities owned by SoDak I. They may be deemed to beneficially own securities owned by SoDak I.
• F7SoDak I is a limited liability company member of QSR Investments, LLC ("QSR") and received such securities as a result of an asset distribution by QSR to its members for no consideration. The securities listed here were purchased by QSR, from the issuer, as part of a single Unit which comprised of a $25,000 10% convertible note (which were subsequently converted into the common stock acquired by SoDak I that is reported herein) and a warrant to purchase up to 12,500 shares for a per Unit purchase price of $25,000. The warrant exercise date precedes the transaction date because these securities, which were originally acquired by QSR on September 30, 2012, were transferred from QSR as a result of QSR's distribution of assets to its members.
• F8These securities were previously reported in the Reporting Persons original Form 3 filed on December 23, 2014. Mayer may be deemed as a beneficial owner of 252,328 shares held by R3 Trading Partners, LLC ("R3 Trading"). Mayer is the manager and has sole voting and dispositive power over the shares held by R3 Trading.