SEC Form 4 · accession 0001415889-16-007294
GridAI Technologies Corp. · GRDX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edmund Burke Ross Jr.
10% Owner
Period of report
Oct 14, 2016
Accepted (ET)
Oct 18, 2016 · 4:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001604191
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 14, 2016 | C | 1,031,268 | $4.65 | A | 1,531,268 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2,F3 | $5.50 | Oct 14, 2016 | J | 371,142 | A | Apr 13, 2017 | Oct 13, 2021 | Common Stock | 371,142 | 371,142 | I |
| Original Issuance Discount Convertible NotesF3,F4 | $4.65 | Oct 14, 2016 | C | — | D | — | Nov 4, 2016 | Common Stock | 1,031,268 | 0 | I |
Explanation of responses
- F1Of the 1,531,268 shares of common stock beneficially owned, 500,000 are held by EBR Ventures, LLC and 1,031,268 shares are held by ADEC Private Equity Investment, LLC. Mr. Ross holds sole voting and dispositive power over the shares of common stock and each of EBR Ventures, LLC and ADEC Private Equity Investment, LLC disclaims beneficial ownership of the applicable shares of common stock, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that either EBR Ventures, LLC or ADEC Private Equity Investment, LLC is the beneficial owner of such shares of common stock for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2The Warrants were acquired concurrently with the closing of the Issuer's Initial Public Offering in connection with an amendment to a certain securities purchase agreement to which ADEC Private Equity Investment, LLC was a party.
- F3The securities are held by ADEC Private Equity Investment, LLC. Mr. Ross holds sole voting and dispositive power over the securities and ADEC Private Equity Investment, LLC disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed to be an admission that ADEC Private Equity Investment, LLC is the beneficial owner of such securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F4The Original Issuance Discount Convertible Notes were automatically converted to shares of common stock upon the closing of the Issuer's initial public offering.