SEC Form 4 · accession 0001213900-19-003848
Medifirst Solutions, Inc. · MFST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce Schoengood
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Mar 8, 2019
Accepted (ET)
Mar 8, 2019 · 4:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001522704
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 C Preferred StockF1,F2,F3 | $0.00 | Mar 8, 2019 | A | 60 | A | Mar 8, 2019 | — | Common Stock | 1,500,000 | 60 | D |
Explanation of responses
- F1Each share of Series C Convertible Preferred Stock ("Series C Preferred") is, subject to a beneficial ownership limitation equal to 4.99%, convertible into 25,000 shares of the Issuer's common stock ("Common Stock"). Holders of Series C Preferred are not entitled to receive dividends. In the event of any liquidation, dissolution or winding up of the Issuer, holders of Series C Preferred are entitled to distributions from the assets in an amount equal to, or if less, on a prorated basis, the $100 stated value per share of Series C Preferred held by such holders. Holders of Series C Preferred are entitled to vote, on an as-converted basis, together with holders of Common Stock on all actions to be taken by the shareholders of the Issuer.
- F2The price of Series C Preferred was not determined for this transaction as the reported acquisition was an initial issuance granted by the Issuer's Board of Directors.
- F3Neither the Series C Preferred or its conversion feature have expiration dates.