SEC Form 4 · accession 0001140361-15-000749
AF OCEAN INVESTMENT MANAGEMENT Co · AFAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andy Z Fan
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jul 24, 2014
Accepted (ET)
Jan 6, 2015 · 3:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001501489
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 Convertible Preferred StockF1,F2 | — | Jul 24, 2014 | J | 5,000,000 | A | — | — | Common Stock | 75,000,000 | 5,000,000 | D |
Explanation of responses
- F1The 5,000,000 shares of Series A Convertible Preferred Stock were issued to the reporting person in exchange for the transfer of intellectual property in the form of non-patented technology relating to a new energy electric vehicle based on electromagnetic induction (the "Technology") from an entity the reporting person controlled to a wholly-owned subsidiary of Issuer. The Technology has an assessed value of approximately $90 million, as determined by a Chinese government licensed independent third-party. Each share of Series A Convertible Preferred Stock has a preferred liquidation value of $15.00, has super voting rights equivalent to 100 shares of Issuer's Common Stock and is convertible into 15 shares of Issuer's Common Stock. The 5,000,000 shares of Series A Convertible Preferred Stock issued in exchange for the Technology have an aggregate preferred liquidation value of $75 million.
- F2The Series A Convertible Preferred Stock is convertible at any time and has no expiration date.