SEC Form 4/A · accession 0001019687-16-005813
CV Sciences, Inc. · CVSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
Bart P Mackay
Director · Other
Mercia Holdings LLC
Other
Mai Dun Ltd LLC
Other
Mackay Ventures LLC
Other
Roen Ventures LLC
Other
Period of report
Oct 1, 2014
Accepted (ET)
Apr 11, 2016 · 7:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001510964
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 1, 2014 | A | 25,000 | $0.00 | A | 25,000 | D | |
| Common StockF2 | Mar 16, 2015 | A | 25,000 | $0.00 | A | 50,000 | D | |
| Common StockF3,F4 | Jul 17, 2015 | J | 7,575,836 | $0.4197 | D | 2,424,164 | D | |
| Common StockF5 | holding | — | — | — | 5,463,162 | D | ||
| Common StockF6 | holding | — | — | — | 1,212,082 | I | See footnote | |
| Common StockF7 | holding | — | — | — | 1,212,082 | I | See footnote | |
| Common StockF8 | holding | — | — | — | 618,564 | D | ||
| Common StockF9 | holding | — | — | — | 7,808,452 | I | See footnote | |
| Common StockF10 | holding | — | — | — | 8,505,890 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were issued pursuant to that certain Stock Award Agreement, dated as of October 1, 2014, by and between Bart Mackay ("Mr. Mackay") and the Issuer under the Issuer's Amended and Restated 2013 Equity Incentive Plan. The consideration for the grant of the shares was service on the Issuer's Board of Directors by Mr. Mackay through October 1, 2014, valued at $70,500, as of October 1, 2014.
- F10Represents Mr. Mackay's ownership interest in the securities held by each of Roen Ventures, Mai Dun, Mercia and Mackay Ventures. Mai Dun and Mercia each own a 50% interest in Roen Ventures. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to have shared voting and investment control over the securities held by each of Roen Ventures, Mai Dun, Mercia and Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- F2The shares were issued pursuant to that certain Stock Award Agreement, dated as of March 16, 2015, by and between Mr. Mackay and the Issuer under the Issuer's Amended and Restated 2013 Equity Incentive Plan. The consideration for the grant of the shares was service on the Issuer's Board of Directors by Mr. Mackay from November 26, 2013 through November 26, 2014, valued at $69,500, as of March 16, 2015.
- F3As previously reported by the Issuer in that certain Current Report on Form 8-K filed with the SEC on July 20, 2015, on July 17, 2015, Roen Ventures LLC ("Roen Ventures") transferred and assigned 7,575,836 shares of the Issuer's common stock to James J. Mahoney and Cross & Company in satisfaction of certain defaulted debt obligations of Roen Ventures in the aggregate amount of $3,179,952.30. No consideration was paid for the transfer of the shares.
- F4The securities are directly owned by Roen Ventures, who is a member of a "group" with Mai Dun Limited LLC ("Mai Dun"), Mercia Holdings LLC ("Mercia"), Mackay Ventures LLC ("Mackay Ventures") and Mr. Mackay for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Mai Dun and Mercia are the sole members of Roen Ventures. Mr. Mackay is the sole manager of Roen Ventures, and may be deemed to possess sole voting and investment control over the securities held by Roen Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- F5The securities are directly owned by Mai Dun, who is a member of a "group" with Roen Ventures, Mercia, Mackay Ventures and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- F6Represents Mai Dun's 50% ownership interest in the securities held by Roen Ventures. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- F7Represents Mercia's 50% ownership interest in the securities held by Roen Ventures. Mercia does not own any securities of the Issuer directly. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mercia, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- F8The securities are directly owned by Mackay Ventures, who is a member of a "group" with Roen Ventures, Mai Dun, Mercia and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mr. Mackay is the sole member and manager of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- F9Represents Mackay Ventures' 99% ownership interest in the securities held by each of Mai Dun and Mercia. Mr. Mackay is the sole member and manager of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.