SEC Form 3 · accession 0001213900-15-002679
Engage Mobility, Inc · ENGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hua Zhang
Officer — Chairman, CEO, President · Director · 10% Owner · Other
Period of report
Apr 9, 2015
Accepted (ET)
Apr 14, 2015 · 1:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001547521
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 15,968,630 | I | Through 97% ownership of Engage International Technology Co., Ltd. | |
| Common StockF2 | holding | — | — | — | — | I | Through 97% ownership of Engage International Technology Co., Ltd. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On April 9, 2015, a Stock Purchase Agreement ("Stock Purchase Agreement") was entered into by and among Engage International Technology Co. Ltd. ("Engage International"), James S. Byrd, Jr. ("Byrd") and Douglas S. Hackett ("Hackett") (collectively, the "Sellers") who are shareholders of Engage Mobility, Inc. (the "Company") and the Company, pursuant to which Engage International acquired from the Sellers a total of 16,462,505 shares of the Company's common stock. Through his 97% ownership of Engage International, Mr. Zhang indirectly owns a total of approximately 15,968,630 shares of the Company's common stock pursuant to the Stock Purchase Agreement.
- F2On April 9, 2015, the Company entered into a Subscription Agreement (the "Subscription Agreement") with Engage International, pursuant to which Engage International purchased 1,100,000 shares of the Company's restricted common stock, at the price of $0.50 per share for a total purchase price of $550,000. Through his 97% ownership of Engage International, Mr. Zhang indirectly owns a total of approximately 1,067,000 shares of the Company's common stock pursuant to the Subscription Agreement.
Remarks
On April 9, 2015, Mr. Hua Zhang was appointed by the Board of Directors of the Company as sole Director and Chairman of the Board, Chief Executive Officer, President, Secretary and Treasurer of the Company.