SEC Form 4 · accession 0001213900-15-000715
Grilled Cheese Truck, Inc. · GRLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roland W Gentner
Other
Period of report
Aug 11, 2014
Accepted (ET)
Feb 5, 2015 · 6:04 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 StockF5,F4,F3,F6 | Aug 11, 2014 | J | 1,352,169 | — | D | 1,709,130 | I | See footnote |
| Common StockF7,F4,F3,F8 | Aug 11, 2014 | J | 169,021 | — | A | 1,878,151 | I | See footnote |
| Common StockF9,F4,F3 | Aug 11, 2014 | J | 225,362 | — | A | 304,905 | D | |
| Common StockF11,F10,F3,F8 | Aug 11, 2014 | J | 1,619,130 | — | D | 259,021 | I | See footnote |
| Common StockF9,F10,F3 | Aug 11, 2014 | J | 151,793 | — | A | 456,698 | D | |
| Common StockF12,F10,F3,F13,F11 | Aug 11, 2014 | J | 75,897 | — | A | 334,918 | I | See footnote |
| Common StockF1,F3,F9 | holding | — | — | — | 79,543 | D | ||
| Common StockF1,F2,F3,F6 | holding | — | — | — | 3,061,299 | 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 StockF5,F4,F3,F6 | $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 StockF5,F4,F3,F11 | $2.00 | Aug 11, 2014 | J | 475,000 | D | Sep 30, 2012 | Sep 30, 2015 | Common Stock | 475,000 | 1,200,000 | I |
| Warrant to Purchase Common StockF7,F4,F3,F15 | $2.00 | Aug 11, 2014 | J | 75,000 | A | Sep 30, 2012 | Sep 30, 2015 | Common Stock | 75,000 | 1,275,000 | I |
| Warrant to Purchase Common StockF9,F4,F3 | $2.00 | Aug 11, 2014 | J | 100,000 | A | Sep 30, 2012 | Sep 30, 2015 | Common Stock | 100,000 | 100,000 | D |
| Warrant to Purchase Common StockF11,F10,F3,F7 | $2.50 | Aug 11, 2014 | J | 1,200,000 | D | May 29, 2014 | May 29, 2017 | Common Stock | 1,200,000 | 75,000 | I |
| Warrant to Purchase Common StockF12,F10,F3,F16 | $2.50 | Aug 11, 2014 | J | 60,000 | A | May 29, 2014 | May 29, 2017 | Common Stock | 60,000 | 135,000 | I |
| Warrant to Purchase Common StockF9,F10,F3 | $2.50 | Aug 11, 2014 | J | 120,000 | A | May 29, 2014 | May 29, 2017 | Common Stock | 120,000 | 220,000 | D |
| Warrant to Purchase Common StockF3,F6,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. Gentner") with SoDak Offerings IV, LLC ("SoDak IV"), SoDak Offerings, LLC ("SoDak I"), and Robert O. Mayer ("Mr. Mayer"), as amended in the Form 3/A jointly filed on January 27, 2015, and in the Form 4 jointly filed with SoDak IV, SoDak I and Mr. Gentner on January 27, 2015. Prior to August 11, 2014, Mr. Gentner beneficially and directly owned 79,543 shares of common stock ("Shares") of the Grilled Cheese Truck, Inc. (the "Issuer") held in Roland W. Gentner & Cynthia L. Gentner JTWROS, as to which Mr. Gentner holds shared voting and dispositive power. Mr. Gentner also beneficially and indirectly owned an aggregate 3,061,299 Shares consisting of 1,659,130 shares held by SoDak IV and 1,402,169 Shares held by SoDak I.
- F10On August 11, 2014, SoDak IV approved the distributions of assets owned by SoDak IV, including an aggregate 1,619,130 Shares and also the warrants to purchase an aggregate 1,200,000 Shares, to all its members for no consideration. Roland W. Gentner & Cynthia L. Gentner JTWROS ("Gentner JTWROS") and CGER, LLLP ("CGER") are members of SoDak IV, and as a result of this distribution, the Gentner JTWROS acquired 151,793 Shares and a warrant to purchase up to 120,000 Shares at $2.50 per share which is immediately exercisable until May 29, 2017 and CGER acquired 75,897 Shares and a warrant to purchase up to 60,000 Shares at $2.50 per share which is immediately exercisable until May 29, 2017. SoDak IV beneficially and directly owned 40,000 Shares of the Issuer after such distribution.
- F11SoDak 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.
- F12CGER is the direct owner of these securities. Mr. Gentner and Cynthia L. Gentner ("Mrs. Gentner"), as managing partners of CGER, shares voting and investment control over all securities owned by CGER. Mr. and Mrs. Gentner may be deemed to beneficially own securities owned by CGER.
- F13The amount of securities beneficially owned following this reported transaction is the total aggregate of securities owned by SoDak I, SoDak IV, Seven Investre and CGER. Mr. Gentner may be deemed to beneficially and indirectly own the securities held by these entities.
- F14These securities were previously reported in the Form 3 jointly filed on December 23, 2014 by Mr. Gentner with SoDak IV, SoDak I, and Mr. Mayer, as amended in the Form 3/A jointly filed on January 27, 2015, and in the Form 4 jointly filed with SoDak IV, SoDak I and Mr. Gentner on January 27, 2015. Prior to August 11, 2014, Mr. Gentner 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 IV and Seven Investre. Mr. Gentner 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 Seven Investre and CGER. Mr. Gentner may be deemed to beneficially and indirectly own the securities held by these entities.
- F2Mr. Gentner is the 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.
- 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 1,352,169 Shares and warrants to purchase up to 600,000 Shares, to all its members for no consideration. Roland W. Gentner & Cynthia L. Gentner JTWROS and Seven Investre, LLC ("Seven Investre") are members of SoDak I. As a result of SoDak I's distribution of assets, Roland W. Gentner & Cynthia L. Gentner JTWROS acquired 225,362 Shares and a warrant to purchase up to 100,000 Shares at $2.00 per share which is immediately exercisable until September 30, 2015 and Seven Investre received 169,021 Shares and a warrant to purchase up to 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.
- F5SoDak 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.
- F6The amount of securities beneficially owned following this reported transaction is the total aggregate of securities owned by SoDak I and SoDak IV. Mr. Gentner may be deemed to beneficially and indirectly own the securities held by these entities.
- F7Seven 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.
- F8The amount of securities beneficially owned following this reported transaction is the total aggregate of securities owned by SoDak I, SoDak IV and Seven Investre. Mr. Gentner may be deemed to beneficially and indirectly own the securities held by these entities.
- F9Roland W. Gentner & Cynthia L. Gentner JTWROS is the direct owner of these securities. Mr. and Mrs. Gentner jointly share voting and investment control over all securities owned by Roland W. Gentner & Cynthia L. Gentner JTWROS. Mr. and Mrs. Gentner may be deemed to beneficially own securities owned by Roland W. Gentner & Cynthia L. Gentner JTWROS.
Remarks
**Power of Attorney previously filed as Exhibit 24.2 to the Form 3 jointly filed on December 23, 2014 by Mr. Gentner with SoDak IV, SoDak I, and Mr. Mayer.