SEC Form 3 · accession 0001144204-15-073341
Microphase Corp
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Necdet F Ergul
Officer — Chief Executive Officer · Director
Period of report
Apr 27, 2015
Accepted (ET)
Dec 30, 2015 · 3:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001574969
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, no par value per share | holding | — | — | — | 1,568 | D | ||
| Common Stock, no par value per shareF1 | holding | — | — | — | 1,833,702 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Stock, $100 par value per shareF3,F2 | — | holding | — | — | — | — | — | Common Stock, no par value per share | 190,000 | — | I |
| Preferred Stock, $100 par value per shareF4,F2 | — | holding | — | — | — | — | — | Common Stock, no par value per share | 791,734 | — | I |
Explanation of responses
- F11,833,702 shares of Common Stock are owned by Microphase Holding Company LLC, a limited liability company in which the Reporting Person owns 50% of the outstanding membership interests.
- F2The shares of Preferred Stock are convertible into common shares at any time at the option of the holders the preferred shares, on notice to the Company. The conversion price is $1.50 per share, until such time as the Company obtains a stock symbol and becomes publicly traded, at which time the conversion price will be the amount will be the closing price on the trading day prior to the date of such notice.
- F3Such 2,850 shares of Preferred Stock are owned by the Ergul Family Limited Partnership, a limited partnership in which the Reporting Person is a 23.92% limited partner.
- F4Such 11,876 shares of Preferred Stock are owned by Microphase Holding Company LLC, a limited liability company in which the Reporting Person owns 50% of the outstanding membership interests.