SEC Form 4 · accession 0001144204-15-037378
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
May 29, 2015
Accepted (ET)
Jun 16, 2015 · 10:28 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001499717
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred Stock, $0.00001 par value per shareF1,F2 | — | May 29, 2015 | J | 1,039,380 | A | May 29, 2015 | Dec 31, 2018 | Common Stock | 1,351,194 | 1,039,380 | D |
Explanation of responses
- F1On May 29, 2015, the Reporting Person was issued 1,039,380 shares of Series A Preferred Stock of Staffing 360 Solutions, Inc. (the "Company") in connection with the conversion of the Gross Profit Appreciation Bonus associated with the Reporting Person's employment agreement. The Series A Preferred Stock bears and pays monthly cash dividends at the rate of twelve percent (12%). Prior to the redemption date, shares of the Series A Preferred Stock are convertible into shares of common stock at the Reporting Person's election, at a conversion rate of one and three tenths (1.3) shares of common stock for every one share of Series A Preferred Stock that the Reporting Person elects to convert.
- F2On December 31, 2018, the Company shall redeem all shares of the Series A Preferred Stock for either cash or for shares of common stock, such form of redemption to be determined by the Company in its sole discretion. The redemption price shall be equal to $1.00 for each share of Series A Preferred Stock, multiplied by the number of shares of Series A Preferred Stock held by the Reporting Person, less the aggregate amount of cash dividends paid to the Reporting Person through the redemption date, and less the amount, if any, of the expected value of the Gross Profit Appreciation Bonus that is unearned as of the redemption date, as calculated pursuant to the terms of the Reporting Person's employment agreement. If the redemption price is paid in shares of common stock, the Reporting Person shall initially receive one and three tenths (1.3) shares of common stock for each $1.00 of the redemption price.