SEC Form 4 · accession 0001144204-15-000219
Staffing 360 Solutions, Inc. · STAF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brendan Flood
Officer — Executive Chairman · Director
Period of report
Jan 28, 2014
Accepted (ET)
Jan 2, 2015 · 7:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001499717
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.00001 par value per shareF1 | Nov 30, 2014 | J | 1,890,981 | $1.00 | A | 3,607,847 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options Pursuant to PlanF2 | $2.00 | Jan 28, 2014 | A | 66,000 | A | Jan 28, 2014 | Jan 28, 2019 | Option | 66,000 | 66,000 | D |
| Options Pursuant to PlanF2 | $1.00 | Jan 28, 2014 | A | 264,000 | A | Jan 28, 2015 | Jan 28, 2019 | Option | 264,000 | 264,000 | D |
| Warrants for Debt ConversionF1 | $1.25 | Nov 30, 2014 | J | 2,080,079 | A | Nov 30, 2014 | Nov 30, 2024 | Warrant | 2,080,079 | 2,080,079 | D |
Explanation of responses
- F1These transactions are part of the conversion of an aggregate of $1,890,981 of principal and interest payments through the maturity date of a promissory note issued in connection with the acquisition of Initio International Holdings, Inc. ("Initio") into (i) 1,890,981 shares (the "Shares") of the Company's restricted common stock, par value $.00001 per share (the "Common Stock") (at the rate of $1.00 per share), and (ii) warrants to purchase 2,080,079 shares of Common Stock at a per share exercise price of $1.25 per share, exercisable for ten (10) years from the date of conversion.
- F2These options were awarded on 1/28/2014 as part of the Company's stock option plan. They vest as follows: i) 66,000 of the options vest immediately at an exercise price of $2.00 (see Row #1), and ii) 66,000 vest each anniversary until an additional 264,000 options have vested at an exercise price of $1.00 (see Row #2). Each of the options are exercisable for a term of 5 years of the initial transaction date (i.e. 1/28/2019).