SEC Form 4 · accession 0001654954-18-010470
New Age Beverages Corp · NBEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neil Fallon
Director · 10% Owner
Period of report
Sep 21, 2018
Accepted (ET)
Sep 25, 2018 · 6:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001579823
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 21, 2018 | D | 5,127,000 | — | D | 223,758 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF1 | — | Sep 21, 2018 | A | 5,127 | A | — | — | Common Stock | 5,127,000 | 5,127,000 | D |
Explanation of responses
- F1On September 20, 2018, the Reporting Party entered into an Exchange Agreement with the Issuer (the "Exchange Agreement"), pursuant to which, the Reporting Person exchanged 5,127,000 shares of the Issuer's common stock for 5,127 shares of the Issuer's newly issued Series C Convertible Preferred Stock. Each share of Series C Convertible Preferred Stock will convert into 1,000 shares of the Issuer's common stock, upon the date on which an amendment to the Issuer's Articles of Incorporation as amended, is filed with the Secretary of State of the State of Washington to increase the authorized shares of the Issuer's common stock from 50,000,000 to 100,000,000 shares. The share exchange contemplated in the Exchange Agreement, and the derivative securities issued thereunder as disclosed herein, is an exempt Rule 16b-3 transaction.