SEC Form 4 · accession 0001415889-17-000958

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

Jun 5, 2017

Accepted (ET)

Jun 9, 2017 · 4:44 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 Stock^F2,F1,F3	Jun 5, 2017	P	128,572	$3.50	A	1,659,840	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
Series A Warrants^F4,F1	$4.00	Jun 5, 2017	P	128,572	A	Jun 5, 2017	Dec 31, 2017	Common Stock	32,143	32,143	D
Series A-1 Warrants^F4,F1	$5.50	Jun 5, 2017	P	128,572	A	Dec 5, 2017	Jun 5, 2022	Common Stock	96,429	96,429	D

Explanation of responses

F1Entities associated with Mr. Ross purchased Units for a price of $3.50 per Unit. Each Unit consisted of one share of common stock, one Series A Warrant to purchase 1/4 share of common Stock, and one Series A-1 Warrant to purchase 3/4 share of common stock from AzurRx BioPharma, Inc. in a private placement exempt from registration under the Securities Act of 1933, as amended.
F2Of the 128,572 shares of common stock, 100,000 were purchased by EBR Ventures, LLC and 28,572 were purchased by CEDA Investments, LLC.
F3Of the 1,659,840 shares of common stock beneficially owned, 1,031,268 are held by ADEC Private Equity Investment, LLC, 600,000 are held by EBR Ventures, LLC, and 28,572 are held by CEDA Investments, LLC. Mr. Ross holds sole voting and dispositive power over the shares of Common stock and each of ADEC Private Equity Investment, LLC, EBR Ventures, LLC, and CEDA Investments, 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 any of ADEC Private Equity Investment, LLC, EBR Ventures, LLC, or CEDA Investments, 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.
F4Of the Series A Warrants, warrants to purchase 25,000 shares of common stock were purchased by EBR Ventures, LLC, and warrants to purchase 7,143 shares of common stock were purchased by CEDA Investments, LLC. Of the Series A-1 Warrants, warrants to purchase 75,000 shares of common stock were purchased by EBR Ventures, LLC, and warrants to purchase 21,429 shares of common stock were purchased by CEDA Investments, LLC. Mr. Ross holds sole voting and dispositive power over the shares of common stock and each of ADEC Private Equity Investment, LLC, EBR Ventures, LLC, and CEDA Investments, LLC disclaims beneficial ownership of such securities underlying the warrants, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that any of ADEC Private Equity Investment, LLC, EBR Ventures, LLC, or CEDA Investments, 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.