SEC Form 4 · accession 0001753571-18-000001
Exceed World, Inc. · EXDW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 1, 2016
Accepted (ET)
Oct 5, 2018 · 12:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001634293
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2 | Apr 1, 2016 | P | 20,000 | $0.002 | A | 19,880,000 | I | See Footnote 2 |
| Common SharesF3 | Apr 1, 2016 | D | 100,000 | $0.002 | D | 19,880,000 | I | See Footnote 3 |
| Common SharesF4 | Aug 9, 2016 | S | 3,300 | $0.10 | D | 19,876,700 | I | See Footnote 4 |
| Common SharesF5 | Oct 28, 2016 | J | 19,000,000 | — | D | 876,700 | I | See Footnote 5 |
| Common SharesF6,F2 | Oct 28, 2016 | J | 16,657,300 | — | A | 17,534,000 | I | See Footnote 6 |
| Common SharesF7 | Jul 7, 2017 | P | 1,000,000 | $0.10 | A | 18,534,000 | D | |
| Common SharesF8 | Jul 7, 2017 | S | 240,000 | $0.10 | D | 16,294,000 | I | See Footnote 8 |
| Common SharesF9 | Sep 26, 2018 | P | 12,700,000 | $0.0001 | A | 28,994,000 | I | See Footnote 9 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Mr. Yoshida and Mr. Koga each directly purchased 20,000 shares of common stock of the Issuer from e-Learning Laboratory Co., Ltd. ("e-Learning").
- F2Mr. Yoshida and Mr. Koga's beneficial ownership of the Issuer is through direct ownership and indirect ownership of shares of common stock of the Issuer. Their indirect ownership is through Mr. Yoshida's and Mr. Koga's 55.7% and 39.6% respective ownership of Force Internationale Ltd. As of the date of the April 1, 2016 transaction, Force Internationale Ltd. is the 100% owner of Force International Holdings Ltd., which is a 100% owner of e-Learning, which in turn owns 74.5% of the Issuer.
- F3Mr. Yoshida's and Mr. Koga's indirect ownership was reduced by 100,000 shares of common stock of the Issuer when e-Learning sold 100,000 of its shares of the Issuer to unrelated parties.
- F4Mr. Yoshida's and Mr. Koga's indirect ownership was reduced when e-Learning sold 3,300 of its shares of the Issuer to unrelated parties.
- F5On October 28, 2016, the Issuer, with the approval of its Board of Directors and majority shareholders authorized the cancellation of 19,000,000 shares of common stock of the Issuer owned by e-Learning. e-Learning consented to the cancellation.
- F6On October 28, 2016, the Issuer authorized a 1:20 forward split of its shares of common stock
- F7Mr. Yoshida and Mr. Koga each purchased 1,000,000 common shares of the Issuer from e-Learning.
- F8e-Learning sold 240,000 shares of its common stock of the Issuer to unrelated parties, reducing Mr. Yoshida's and Mr. Koga's indirect ownership. As of July 7, 2017, each Reporting Person had beneficial ownership of 16,294,000 shares of common stock of the Issuer.
- F9The Issuer acquired Force International Holdings Ltd., the parent company of e-Learning, from Force Internationale Ltd., and issued 12,700,000 common shares to Force Internationale Ltd. as consideration.