SEC Form 4 · accession 0001493152-16-011389
chatAND, Inc. · CHAA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Stefansky
Director · 10% Owner
Period of report
Jul 5, 2016
Accepted (ET)
Jul 7, 2016 · 3:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001529133
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.00001F1 | holding | — | — | — | 6,208,308 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 10% Convertible Promissory NoteF2 | $0.01 | Jul 5, 2016 | P | — | A | — | — | Common Stock | 1,500,000 | 1,500,000 | D |
| Warrant to Purchase Shares of Common StockF3 | $0.02 | Jul 5, 2016 | P | — | A | — | Jul 5, 2021 | Common Stock | 750,000 | 750,000 | D |
Explanation of responses
- F1Represents the following number of shares owned by the Reporting Person: (i) 6,020,099 shares issued on April 30, 2014 pursuant to an exchange of an identical number of shares previously issued to the Reporting Person pursuant to the terms of the Senior Secured Convertible Promissory Note and Warrant to Purchase Shares of Common Stock as set forth as Exhibits 10.4 and 10.5, respectively, to the Issuer's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 2, 2011 and issued to the Reporting Person by the Issuer in June 2011 and; (ii) 153,409 shares issued to the Reporting Person on June 17, 2011; and (iii) 34,800 shares held by the Reporting Person in his brokerage account.
- F2On July 5, 2016, the Reporting Person invested $15,000 in the Issuer pursuant to the terms of a 10% Convertible Promissory Note (the "Note"). The Note is convertible at $0.01 per share and is convertible at any time after issuance until all principal and/or accrued interest has either by repaid or converted. The Note is due on July 5, 2017. In the event the Company raises additional capital at a price per share below $0.01, the conversion price of the Note shall be reduced to such an amount.
- F3In connection with the Note, the Issuer issued to the Reporting Person a Warrant to Purchase Shares of Common Stock for 750,000 shares of the Issuer's common stock (the "Warrant"). The Warrant is exercisable from the date of issuance for a period of five years. The exercise price of the Warrant is $0.02 per share and the Warrant contains a cashless exercise option at the discretion of the Reporting Person. In the event the Company raises additional capital at a price per share below $0.02, the conversion price of the Warrant shall be reduced to such an amount; provided, however, the $0.01 conversion price of the Note shall not trigger this provision.