SEC Form 4 · accession 0001415889-19-000183
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
Feb 14, 2019
Accepted (ET)
Feb 19, 2019 · 9:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001604191
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 10% Convertible Note Due 2019F1,F5,F2,F3,F4 | $2.50 | Feb 14, 2019 | P | 1,000,000 | A | — | — | Common Stock | 400,000 | 1,000,000 | I |
| 10% Convertible Note Due 2020F1,F5,F6,F3,F4 | $2.50 | Feb 14, 2019 | P | 1,000,000 | A | — | — | Common Stock | 400,000 | 1,000,000 | I |
| ADEC Warrants Expiring 2020F8,F1,F9,F7,F3 | $5.58 | Feb 14, 2019 | H | 273,598 | D | — | May 4, 2021 | Common Stock | 273,598 | 0 | I |
| ADEC Warrants Expiring 2020F8,F1,F9,F3 | $1.50 | Feb 14, 2019 | P | 273,598 | A | Feb 14, 2019 | May 4, 2021 | Common Stock | 273,598 | 273,598 | I |
| ADEC Warrants Expiring 2021F8,F1,F9,F3 | $5.50 | Feb 14, 2019 | H | 371,143 | D | Apr 13, 2017 | Oct 14, 2021 | Common Stock | 371,143 | 0 | I |
| ADEC Warrants Expiring 2021F8,F1,F9,F3 | $1.50 | Feb 14, 2019 | P | 371,143 | A | Feb 14, 2019 | Oct 14, 2021 | Common Stock | 371,143 | 371,143 | I |
| EBR Warrants Expiring 2020F10,F8,F1,F9,F3 | $5.50 | Feb 14, 2019 | H | 100,000 | D | Dec 5, 2017 | Jun 5, 2022 | Common Stock | 75,000 | 0 | I |
| EBR Warrants Expiring 2020F10,F8,F1,F9,F3 | $1.50 | Feb 14, 2019 | P | 100,000 | A | Feb 14, 2019 | Jun 5, 2022 | Common Stock | 75,000 | 75,000 | I |
| CEDA Warrants Expiring 2020F8,F1,F9,F3 | $5.50 | Feb 14, 2019 | H | 21,429 | D | Dec 5, 2017 | Jun 5, 2022 | Common Stock | 21,429 | 0 | I |
| CEDA Warrants Expiring 2020F8,F1,F9,F3 | $1.50 | Feb 14, 2019 | P | 21,429 | A | Feb 14, 2019 | Jun 5, 2022 | Common Stock | 21,429 | 21,429 | I |
Explanation of responses
- F1Mr. Ross is the manager and 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. Mr. Ross disclaims beneficial ownership of the securities described in this footnote except to the extent of his pecuniary interest.
- F10Represents 100,000 warrants to purchase 75,000 shares of common stock (3/4 of a share per warrant).
- F2Exercisable at any time prior to the earlier to occur of (i) ten Business Days following the receipt by AzurRx BioPharma, Inc. (the "Issuer") or AzurRx BioPharma SAS of the French research and development tax credits for the 2018 tax year, which the Company or ABS is expected to receive within nine months following December 31, 2018 or (ii) December 23, 2019.
- F3Common Stock of the Issuer.
- F4Represents the number of shares of common stock issuable upon conversion of the principal amount of the convertible note at the initial conversion price of the convertible note.
- F5ADEC Private Equity Investments, LLC purchased all of securities acquired on February 14, 2019.
- F6Exercisable at any time prior to the earlier to occur of (i) ten Business Days following the receipt by the Issuer or AzurRx BioPharma SAS of the French research and development tax credits for the 2019 tax year, which the Company or ABS is expected to receive within nine months following December 31, 2019 or (ii) December 31, 2020.
- F7Exercisable at any time subject to the terms contained therein.
- F8Amendment to warrants to reduce the exercise price to $1.50, from $5.58, in the case of the ADEC Warrants Expiring 2020, and $5.50 in the case of all other warrants listed.
- F9All of the ADEC Warrants Expiring 2020 and ADEC Warrants Expiring 2021 are directly owned by ADEC Private Equity Investments, LLC. All of the EBR Warrants Expiring 2020 are directly owned by EBR Ventures, LLC. All of the CEDA Warrants Expiring 2020 are directly owned by CEDA Investments, LLC.