SEC Form 4 · accession 0001704974-18-000001
Alpine 4 Technologies Ltd. · ALPP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David George Schmitt
Other
Period of report
Jul 31, 2017
Accepted (ET)
Aug 24, 2018 · 3:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001606698
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OPTIONF1 | $0.13 | Jul 31, 2017 | A | 6,250 | A | Jul 31, 2017 | Jul 30, 2027 | CLASS A COMMON STOCK | 6,250 | 0 | D |
| WAGES PAYABLE AGREEMENTF2 | $0.1501 | Dec 31, 2017 | P | 393,457 | A | Dec 31, 2017 | — | CLASS A COMMON STOCK | 393,457 | 393,457 | D |
| LOAN AGREEMENTF3 | $0.13 | Dec 31, 2017 | J | 249,494 | A | Dec 31, 2017 | — | CLASS A COMMON STOCK | 249,494 | 249,494 | I |
| OPTIONF4 | $0.90 | Dec 31, 2017 | J | 350,000 | D | — | Apr 6, 2027 | CLASS A COMMON STOCK | 400,000 | 0 | D |
Explanation of responses
- F1ON JULY 31, 2017, ALPINE 4 TECHNOLOGIES LTD. GRANTED OPTIONS TO PURCHASE UP TO 100,000 SHARES OF CLASS A COMMON STOCK TO THE REPORTING PERSON. THE OPTIONS WERE TO VEST OVER 4 YEARS, 1/16 PER QUARTER. CONTINUED EMPLOYMENT WITH THE ISSUER WAS A CONDITION TO VESTING. THE REPORTING PERSON TERMINATED HIS EMPLOYMENT WITH THE ISSUER ON DECEMBER 31, 2017, AND AS SUCH, 6,250 OPTIONS VESTED, AND THE REMAINING 93,500 OPTIONS WERE FORFEITED. THE TABLE ABOVE REFLECTS ONLY THE OPTIONS THAT VESTED. THE OPTIONS THAT VESTED WERE FORFEITED WHEN NOT EXERCISED WITHIN 90 DAYS OF TERMINATION OF EMPLOYMENT.
- F2IN CONNECTION WITH HIS DEPARTURE FROM THE ISSUER, THE REPORTING PERSON AND THE ISSUER ENTERED INTO A WAGES PAYABLE AGREEMENT RELATING TO $59,057.80 IN WAGES OWING TO THE REPORTING PERSON. PURSUANT TO THE AGREEMENT, THE REPORTING PERSON MAY CONVERT THE WAGES OWING, AT AN TIME AFTER 180 DAYS FOLLOWING THE DATE OF THE AGREEMENT, INTO SHARES OF THE COMPANY'S CLASS A COMMON STOCK AT A CONVERSION PRICE OF $0.1501, FOR A TOTAL OF 393,457 SHARES OF THE COMPANY'S CLASS A COMMON STOCK. THE CONVERSION RIGHT DOES NOT EXPIRE.
- F3ON DECEMBER 12, 2016, THE SPOUSE OF THE REPORTING PERSON LOANED TO ALPINE 4 TECHNOLOGIES LTD. $100,000 PURSUANT TO A NOTE. THE TERMS OF THE NOTE WERE THAT THE LOAN WAS TO BE REPAID WITHIN ONE YEAR, AT AN INTEREST RATE OF 35%. THE PRINCIPAL OF THE NOTE WAS REPAID ON NOVEMBER 17, 2017. IN THE SECOND AMENDMENT TO THE NOTE, THE ISSUER AND THE HOLDER AGREED THAT ALL OR ANY PORTION OF INTEREST ON THE NOTE IN THE AMOUNT OF $32,434.25 OWING AS OF DECEMBER 31, 2017, COULD BE CONVERTED INTO SHARES OF THE ISSUER'S CLASS A COMMON STOCK AT A CONVERSION PRICE OF 0.13 PER SHARE, FOR A TOTAL OF 249,424 SHARES OF THE ISSUER'S CLASS A COMMON STOCK. THE RIGHT TO CONVERT THE INTEREST DOES NOT EXPIRE.
- F4ON APRIL 7, 2017, THE REPORTING PERSON WAS GRANTED OPTIONS TO PURCHASE UP TO 400,000 SHARES OF CLASS A COMMON STOCK OF ALPINE 4 TECHNOLOGIES LTD. THE OPTIONS WERE TO VEST OVER A PERIOD OF FOUR YEARS BEGINNING ON THE DATE OF GRANT. SIX AND ONE-QUARTER PERCENT (6.25%) WOULD VEST EVERY THREE MONTHS, BEGINNING THREE MONTHS AFTER THE GRANT DATE. THERE WAS NO PROPORTIONAL VESTING. CONTINUED EMPLOYMENT WITH THE ISSUER WAS A CONDITION OF VESTING. ON DECEMBER 31, 2017, THE REPORTING PERSON TERMINATED HIS EMPLOYMENT WITH THE ISSUER, RESULTING IN THE FORFEITURE OF 350,000 OF THE OPTIONS. THE OPTIONS THAT VESTED WERE FORFEITED WHEN NOT EXERCISED WITHIN 90 DAYS OF TERMINATION OF EMPLOYMENT.