SEC Form 4 · accession 0001659173-16-000130
AMERICATOWNE Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Period of report
Jan 21, 2016
Accepted (ET)
Feb 12, 2016 · 3:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001606699
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4,F3 | Jan 21, 2016 | J | 1,703,117 | $0.00 | A | 7,803,484 | D | |
| Common StockF5 | Jan 21, 2016 | J | 3,615,059 | $0.00 | D | 0 | D | |
| Common StockF1 | holding | — | — | — | 21,674,484 | I | Trusts, Yilaime Corp (NV) and Yilaime NC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionF2 | $0.05 | holding | — | — | — | Nov 25, 2014 | Nov 25, 2019 | Common Stock | 1,000,000 | 0 | D |
Explanation of responses
- F1Mr. Perkins controls 7,806,484 shares of common stock titled to the Alton & Xiang Mei Lin Perkins Family Trust (the "Perkins Family Trust"). He further controls 13,750,000 shares issued to Yilaime Corp (Nevada), 1,000 shares issued to Yilaime (North Carolina) and 120,000 shares issued to the AXP Nevada Asset Protection Trust 3 for a total of 21,674,484 shares of common stock beneficially owned, indirectly, by Alton Perkins.
- F2Mr. Perkins holds an option under his Employment Agreement with the Issuer to purchase up to 1,000,000 shares of common stock of the Company per year at any time prior to the conclusion of the first year of the Agreement, i.e. prior to 365 days after execution of the Agreement, which was on November 25, 2014, at a price of $0.05 per share, and annually thereafter for a total of 5 consecutive years. The shares purchased under this option shall be considered subject to all rights and restrictions set forth in his Employment, Lock-Up and Options Agreement. At the end of fiscal year 2015, Mr. Perkins had 6,100,367 shares issued to him through his Trust, and his beneficial ownership at the end of tax year 2015 was 23,466,426, and his current beneficial ownership is 21,674,484 shares (both of which include his individual holdings through his Trust). This filing is consistent with all prior disclosures made on numerous Form 8Ks.
- F3The Perkins Family Trust, by and through its trustee, Mr. Perkins, who is the majority beneficial owner of the shares of common stock of the Issuer, and the control party of Yilaime (Nevada) and Yilaime (North Carolina), as disclosed in the original Schedule 13D, exercised the option under Mr. Perkins' Employment Agreement with the Company (as assignee of the right to exercise) to purchase 1,000,000 shares of restricted common stock for $.05/share. The Perkins Trust used personal funds for this acquisition. The funds were placed in escrow since the acquisition was not set to close. The acquisition closed on December 14, 2015 with the funds being released out of escrow and to the Company, and the Company's transfer agent issuing the shares related to the acquisition.
- F4As a result of the effectiveness of the Issuer's registration statement on Form S-1/A on January 21, 2016, and subject to the October 13, 2014 Stock Exchange Agreement, the Perkins Trust was issued 1,703,117 shares of common stock.
- F5As a result of the Issuer's registration statement on Form S-1/A on January 21, 2016, and subject to the October 13, 2014 Stock Exchange Agreement, the number of shares held by Yilaime NC was reduced to 1,000.