SEC Form 4 · accession 0001213900-15-000707
Grilled Cheese Truck, Inc. · GRLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
SoDak Offerings, LLC
Other
Period of report
Aug 11, 2014
Accepted (ET)
Feb 4, 2015 · 7:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001497647
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4,F3 | Aug 11, 2014 | J | 1,352,169 | — | D | 50,000 | D | |
| Common StockF1,F2,F3 | holding | — | — | — | 1,402,169 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common StockF4,F3 | $2.00 | Aug 11, 2014 | J | 125,000 | D | Apr 16, 2013 | Apr 16, 2016 | Common Stock | 125,000 | 475,000 | D |
| Warrant to Purchase Common StockF4,F3 | $2.00 | Aug 11, 2014 | J | 475,000 | D | Sep 30, 2012 | Sep 30, 2015 | Common Stock | 475,000 | 0 | D |
| Warrant to Purchase Common StockF1,F2,F3 | — | holding | — | — | — | — | — | Common Stock | 600,000 | 600,000 | D |
Explanation of responses
- F1These securities were previously reported in the Form 3 jointly filed on December 23, 2014 by the Reporting Person ("SoDak I") with SoDak Offerings IV, LLC ("SoDak IV"), Robert O. Mayer ("Mr. Mayer") and Roland W. Gentner ("Mr. Gentner"), as amended in the Form 3/A jointly filed on January 27, 2015, and in the Form 4 the Reporting Person jointly filed with SoDak IV, Mr. Mayer and Mr. Gentner on January 27, 2015. Prior to August 11, 2014, SoDak I beneficially and directly owned 1,402,169 shares of common stock of the Grilled Cheese Truck, Inc. (the "Issuer"), a warrant to purchase up to 125,000 shares of common stock of the Issuer at $2.00 per share, immediately exercisable until April 16, 2016 and a warrant to purchase up to 475,000 shares of common stock of the Issuer at $2.00 per share, immediately exercisable until September 30, 2015.
- F2Mr. Mayer and Mr. 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. Mr. Mayer and Mr. Gentner may be deemed to beneficially own securities owned by SoDak I.
- F3The 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. The 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.
- F4On August 11, 2014, SoDak I approved the distributions of assets owned by SoDak I, including a 1,352,169 shares of the Issuer's common stock and also SoDak I's warrants to purchase up to 600,000 shares of the Issuer's common stock, to all its members for no consideration. SoDak I beneficially and directly owned 50,000 shares of the Issuer's common stock after such distribution.