SEC Form 4 · accession 0001209191-18-022164
DarkHorse Technologies Inc. · DRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Victor B Macfarlane
10% Owner
MF Ventures, LLC
10% Owner
Thaderine D. MacFarlane
10% Owner
Period of report
Mar 16, 2018
Accepted (ET)
Mar 29, 2018 · 8:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001591956
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 16, 2018 | J | 299,999 | — | A | 1,994,569 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrant (Right to Buy)F1,F3 | $5.00 | Mar 16, 2018 | H | 272,727 | D | — | Mar 24, 2022 | Common Stock | 272,727 | 0 | D |
Explanation of responses
- F1On March 16, 2018, the Issuer canceled a warrant that was granted to MF Ventures, LLC on March 24, 2017 covering 272,727 common shares, which was not exercisable at the time of cancellation. In exchange for such cancellation, MF Ventures, LLC received 299,999 common shares of the issuer.
- F2Victor B. MacFarlane and Thaderine D. MacFarlane are controlling members of MF Ventures, LLC and may be deemed to share and have indirect beneficial ownership over, and share indirect pecuniary interest in,1,994,569 shares held directly by MF Ventures, LLC.
- F3The warrant was exercisable from March 24, 2017, the date it was issued; provided, however, the exercise of such warrant is limited by a blocker provision, which provides that the warrant is not exercisable to the extent that common shares issuable upon the exercise of the warrant would result in a beneficial ownership of the reporting person above 4.99% of the issuer's outstanding common shares.