SEC Form 4 · accession 0001654954-18-011573
New Age Beverages Corp · NBEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brent D Willis
Officer — Chief Executive Officer · Director
Period of report
Oct 23, 2018
Accepted (ET)
Oct 25, 2018 · 9:01 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,F2 | Oct 23, 2018 | A | 1,773,000 | — | A | 1,982,367 | 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 Preferred StockF1 | — | Oct 23, 2018 | M | 1,773 | D | — | — | Common Stock | 1,773,000 | 0 | 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 1,773,000 shares of the Issuer's common stock for 1,733 shares of the Issuer's newly issued Series C Convertible Preferred Stock. Each share of Series C Convertible Preferred Stock. Each share of Series C Preferred Stock converts 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. On October 23, 2018, the Articles of Incorporation were amended to increase the authorized shares of the Issuer's common stock to 100,000,000, and in accord with the terms of the Exchange Agreement, the 1,773 shares of Series C Convertible Preferred Stock held by the Reporting Person converted into 1,773,000 shares of the Issuer's common stock.
- F2Includes 78,000 shares held by the Corinne Willis Trust Corinne Willis, for which the wife of the Reporting Person, is the trustee.