SEC Form 4 · accession 0001213900-15-000713
Grilled Cheese Truck, Inc. · GRLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Oscar Mayer
Other
Period of report
Aug 11, 2014
Accepted (ET)
Feb 5, 2015 · 6:03 am 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 StockF6,F5,F4,F7 | Aug 11, 2014 | J | 1,352,169 | — | D | 1,961,483 | I | See footnote |
| Common StockF5,F4,F8 | Aug 11, 2014 | J | 28,170 | — | A | 107,713 | D | |
| Common StockF9,F5,F4,F7 | Aug 11, 2014 | J | 281,702 | — | A | 2,243,185 | I | See footnote |
| Common StockF10,F5,F4,F11 | Aug 11, 2014 | J | 169,021 | — | A | 2,412,206 | I | See footnote |
| Common StockF13,F12,F4,F11 | Aug 11, 2014 | J | 1,619,130 | — | D | 793,076 | I | See footnote |
| Common StockF1,F4,F8 | holding | — | — | — | 79,543 | D | ||
| Common StockF1,F2,F3,F4,F7 | holding | — | — | — | 3,313,652 | I | See footnote |
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 StockF6,F5,F4,F15 | $2.00 | Aug 11, 2014 | J | 125,000 | D | Apr 16, 2013 | Apr 16, 2016 | Common Stock | 125,000 | 1,675,000 | I |
| Warrant to Purchase Common StockF9,F5,F4,F7 | $2.00 | Aug 11, 2014 | J | 125,000 | A | Apr 16, 2013 | Apr 16, 2016 | Common Stock | 125,000 | 1,800,000 | I |
| Warrant to Purchase Common StockF6,F5,F4,F16 | $2.00 | Aug 11, 2014 | J | 475,000 | D | Sep 30, 2012 | Sep 30, 2015 | Common Stock | 475,000 | 1,325,000 | I |
| Warrant to Purchase Common StockF5,F4,F8 | $2.00 | Aug 11, 2014 | J | 12,500 | A | Sep 30, 2012 | Sep 30, 2015 | Common Stock | 12,500 | 12,500 | D |
| Warrant to Purchase Common StockF10,F5,F4,F17 | $2.00 | Aug 11, 2014 | J | 75,000 | A | Sep 30, 2012 | Sep 30, 2015 | Common Stock | 75,000 | 1,400,000 | I |
| Warrant to Purchase Common StockF13,F12,F4,F18 | $2.50 | Aug 11, 2014 | J | 1,200,000 | D | May 29, 2014 | May 29, 2017 | Common Stock | 1,200,000 | 200,000 | I |
| Warrant to Purchase Common StockF3,F4,F15,F14 | — | holding | — | — | — | — | — | Common Stock | 1,800,000 | 1,800,000 | I |
Explanation of responses
- F1These securities were previously reported in the Form 3 jointly filed on December 23, 2014 by the Reporting Person ("Mr. Mayer") with SoDak Offerings IV, LLC ("SoDak IV"), SoDak Offerings, LLC ("SoDak I"), and Roland W. Gentner ("Mr. Gentner"), as amended in the Form 3/A jointly filed on January 27, 2015 (the "Joint Form 3"), and in the Form 4 jointly filed with SoDak IV, SoDak I and Mr. Gentner on January 27, 2015 (the "Joint Form 4"). Prior to August 11, 2014, Mr. Mayer beneficially and directly owned 79,543 shares of common stock ("Shares") of the Grilled Cheese Truck, Inc. (the "Issuer"). Mr. Mayer beneficially and indirectly owned: (a) an aggregate of 3,313,652 Shares consisting of: (i) 1,659,130 Shares held by SoDak IV, (ii) 1,402,169 Shares held by SoDak I, and (iii) 252,353 Shares held by R3 Trading Partners, LLC ("R3 Trading").
- F10Seven Investre is the direct owner of these securities. Mr. Mayer and Mr. Gentner are the investment manager and general manager, respectively, of Seven Investre and share voting and investment control over all securities owned by Seven Investre. Mr. Mayer and Mr. Gentner may be deemed to beneficially own securities owned by Seven Investre.
- F11The amount of securities beneficially owned following this reported transaction is the total aggregate of securities owned by SoDak I, SoDak IV, R3 Trading and Seven Investre. Mr. Mayer may be deemed to beneficially and indirectly own the securities held by these entities.
- F12On August 11, 2014, SoDak IV approved the distributions of assets owned by SoDak IV, including an aggregate of 1,619,130 Shares and also warrants to purchase an aggregate 1,200,000 Shares, to all its members for no consideration. SoDak IV beneficially and directly owned 40,000 Shares of the Issuer after such distribution.
- F13SoDak IV is the direct owner of these securities. Mr. Mayer and Mr. 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. Mr. Mayer and Mr. Gentner may be deemed to beneficially own securities owned by SoDak IV.
- F14These securities were previously reported in the Joint Form 3 and the Joint Form 4. Prior to August 11, 2014, Mr. Mayer beneficially and indirectly owned warrants to purchase up to an aggregate of 1,800,000 Shares comprising of: (i) a warrant to purchase up to 1,200,000 Shares at $2.50 per share exercisable immediately until May 29, 2017 held by SoDak IV, (ii) a warrant to purchase up to 475,000 Shares at $2.00 per share exercisable immediately until September 30, 2015 held by SoDak I; and (iii) a warrant to purchase up to 125,000 Shares of the Issuer at $2.00 per share exercisable immediately until April 16, 2016 held by SoDak I.
- F15The amount of securities beneficially owned following this reported transaction is the total aggregate of securities owned by SoDak I and SoDak IV. Mr. Mayer may be deemed to beneficially and indirectly own the securities held by these entities.
- F16The amount of securities beneficially owned following this reported transaction is the total aggregate of securities owned by SoDak IV and R3 Trading. Mr. Mayer may be deemed to beneficially and indirectly own the securities held by these entities.
- F17The amount of securities beneficially owned following this reported transaction is the total aggregate of securities owned by SoDak IV, R3 Trading and Seven Investre. Mr. Mayer may be deemed to beneficially and indirectly own the securities held by these entities.
- F18The amount of securities beneficially owned following this reported transaction is the total aggregate of securities owned by R3 Trading and Seven Investre. Mr. Mayer may be deemed to beneficially and indirectly own the securities held by these entities.
- F2The 252,353 Shares held by R3 Trading, correctly reflects the number of Shares owned by R3 Trading as of the date of event of the Joint Form 3, which was inadvertently reported as 252,328 Shares in the Joint Form 3 and Joint Form 4.
- F3Mr. Mayer is the investment manager of SoDak I and SoDak IV and has shared voting and disposition power over the securities beneficially owned by SoDak I and SoDak IV and may be deemed to beneficially own securities owned by SoDak I and SoDak IV. Mr. Mayer is the manager of R3 Trading and has sole voting and dispositive power over shares of the Issuer held by R3 Trading and may be deemed to beneficially own securities owned by R3 Trading.
- F4The 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 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.
- F5On August 11, 2014, SoDak I approved the distributions of assets owned by SoDak I, including 1,352,169 Shares and also warrants to purchase up to 600,000 Shares, to all its members for no consideration. Mr. Mayer, R3 Trading and Seven Investre, LLC ("Seven Investre") are members of SoDak I. As a result of SoDak I's distribution, Mr. Mayer acquired 28,170 Shares and a warrant to purchase up to 12,500 Shares at $2.00 per share which is immediately exercisable until September 30, 2015, R3 Trading acquired 281,702 Shares and a warrant to purchase up 125,000 Shares at $2.00 per share which is immediately exercisable until April 16, 2016, and Seven Investre received 169,021 Shares and a warrant to purchase up to a 75,000 Shares at $2.00 per share which is immediately exercisable until September 30, 2015. SoDak I beneficially and directly owned 50,000 Shares after such distribution.
- F6SoDak I is the direct owner of these securities. Mr. 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.
- F7The amount of securities beneficially owned following this reported transaction is the total aggregate of securities owned by SoDak I, SoDak IV and R3 Trading. Mr. Mayer may be deemed to beneficially and indirectly own the securities held by these entities.
- F8These securities are held by Mr. Mayer as an individual. He is the direct owner of these acquired securities and holds sole voting and investment control over these securities.
- F9These securities are held by R3 Trading. Mr. Mayer, as manager, has sole voting and dispositive power over the shares held by R3 Trading and may be deemed as a beneficial owner of these securities.