SEC Form 4 · accession 0001493152-15-002525
Mama's Creations, Inc. · MAMA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel Joseph Altobello
Director
Period of report
Jun 12, 2015
Accepted (ET)
Jun 16, 2015 · 9:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001520358
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Debenture | $1.50 | May 15, 2015 | J | 1 | D | May 15, 2015 | Jul 15, 2016 | Common Stock | 33,334 | 0 | D |
| Series A Convertible Preferred StockF4 | $1.25 | Jun 12, 2015 | J | 500 | A | Jun 12, 2015 | — | Common Stock | 40,000 | 500 | D |
| WarrantF3 | $1.25 | Jun 12, 2015 | J | 1 | A | Jun 12, 2015 | Jun 12, 2020 | Common Stock | — | 1 | D |
Explanation of responses
- F1Pursuant to the terms of the Convertible Debenture (the "Debenture"), the Debenture was automatically converted upon a Qualified Offering. Upon conversion of the Debenture Mr. Altobello received 1 unit comprised of (i) five hundred (500) shares of Series A Preferred ("Unit Shares"), convertible into the Company's Common Stock at a conversion price of $1.25 per share and (ii) one (1) Warrant to purchase 100% of the number of Conversion Shares (as defined in the Debenture) initially issuable upon conversion of the Unit Shares to the purchaser at the exercise price of $1.25 per share.
- F2Mr. Altobello shall have the right, at any time commencing after the issuance, to convert the stated value ($100 per Unit Share) of such shares, as well as accrued but unpaid declared dividends on the Series A Preferred (collectively "Conversion Amount") into fully paid and non-assessable shares of Common Stock of the Company (the "Conversion Shares"). The number of Conversion Shares issuable upon conversion of the Conversion Amount shall equal the Conversion Amount to be converted divided by the conversion price then in effect. The conversion price of the Series A Preferred shall be $1.25, subject to adjustment (the "Conversion Price").
- F3The Warrant entitles Mr. Altobello to purchase up to the number of shares of Common Stock ("Warrant Shares") that is equal to 100% of the number of Conversion Shares initially issuable upon conversion of the Unit Shares issued to the purchaser. The Warrants are for a term of five (5) years and are exercisable at a price of $1.25 per Warrant Share.
- F4The Series A Convertible Preferred Stock has no expiration date.