SEC Form 4 · accession 0001615774-17-006520
Ipsidy Inc. · IDTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip D Beck
Officer — CEO, Pres. and Chairman · Director · 10% Owner
Period of report
Sep 29, 2017
Accepted (ET)
Nov 13, 2017 · 4:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001534154
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $.0001 par value | Sep 29, 2017 | J | 15,000,000 | $0.0001 | A | 16,000,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $0.10 | holding | — | — | — | Jan 31, 2017 | Jan 31, 2027 | Common Stock, $0.0001 par value per share | 15,000,000 | 15,000,000 | D |
| Stock OptionsF3 | $0.05 | holding | — | — | — | Aug 10, 2016 | Aug 10, 2026 | Common Stock, $0.0001 par value per share | 20,000,000 | 20,000,000 | I |
Explanation of responses
- F1September 29, 2017, the Company and Mr. Beck entered into a Restricted Stock Agreement pursuant to which Mr. Beck purchased 15 million shares of common stock at a per share price of $0.0001 pursuant to the terms of Mr. Beck's offer letter. The shares vest upon the terms set forth in Mr. Beck's Restricted Stock Agreement.
- F2The Stock Options vest with respect to (i) one-third of the shares of common stock upon January 31, 2017 and (ii) in 24 equal monthly tranches commencing on the January 31, 2017.
- F3On August 10, 2016, Ipsidy Inc. (the "Company") entered into an amended agreement (the "Amendment") with Parity Labs, LLC ("Parity"), a private consulting firm which is principally owned by Mr. Beck, to amend the compensation section of the Advisory Agreement previously entered into between the Company and Parity on November 16, 2015 for the provision of strategic advisory services. Pursuant to the Amendment, the Company issued Parity an option (the "Parity Option") to acquire 20 million shares of common stock of the Company, exercisable at $0.05 per share for a period of ten years. The Parity Option vested as to 10 million shares of common stock immediately and then initially in 12 equal tranches of 833,333 shares per month commencing on September 1, 2016, which such vesting was accelerated with respect to all remaining shares of common stock that were unvested under the Parity Option as a result of Mr. Beck's appointment as a director of the Company.