SEC Form 4 · accession 0001493152-17-001958
Park Place Energy Inc. · PKPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott C Larsen
Officer — President and CEO · Director
Period of report
Feb 23, 2017
Accepted (ET)
Feb 27, 2017 · 2:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001648636
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF8 | Feb 23, 2017 | M | 203,571 | $0.18 | A | 703,571 | D | |
| Common Shares | holding | — | — | — | 500,000 | D | ||
| Common Shares | holding | — | — | — | 200,000 | I | Larsen Energy Consulting Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units [2014]F1,F8,F7,F3 | — | Feb 23, 2017 | M | 203,571 | D | — | — | Common Shares | 203,571 | 0 | D |
| WarrantsF6 | $0.20 | holding | — | — | — | Aug 27, 2013 | Aug 27, 2017 | Common Shares | 500,000 | 500,000 | D |
| Stock Options | $0.10 | holding | — | — | — | May 1, 2013 | Apr 30, 2018 | Common Shares | 600,000 | 600,000 | I |
| Restricted Stock Units [2015]F1,F2,F3 | — | holding | — | — | — | — | — | Common Shares | 451,475 | 451,475 | D |
| Restricted Stock Units [2016]F1,F4,F5 | — | holding | — | — | — | — | — | Common Shares | 363,571 | 363,571 | D |
Explanation of responses
- F1Each Restricted Stock Unit is a notional share of common shares of the Issuer, with a value of each Unit being equal to the Fair Market value of a share of common stock at any time.
- F2100% of the total Restricted Stock Units shall vest on December 1, 2017 (pursuant to Amendment dated February 23, 2017) provided Mr. Larsen is still a contractor providing services to the Issuer on that date. Vesting will be accelerated if the Issuer either (a) raises an aggregate of $10 million through the sale of the Issuer's equity, or (b) becomes entitled to realize economic benefits of at least $20 million through any combination of capital raising or financing transactions.
- F3Upon the occurrence of 2(a) or (b) above, or a change of control, termination of service due to death, disability or termination of service, all unvested Restricted Stock Units shall immediately become vested.
- F4100% of the total Restricted Stock Units shall vest on December 1, 2017 provided Mr. Larsen is still a contractor providing services to the Issuer on that date. Vesting will be accelerated if the Issuer either (a) raises an aggregate of $10 million through the sale of the Issuer's equity, or (b) becomes entitled to realize economic benefits of at least $20 million through any combination of capital raising or financing transactions.
- F5Upon the occurrence of 4(a) or (b) above, or a change of control, termination of service due to death, disability or termination of service, all unvested Restricted Stock Units shall immediately become vested.
- F6The expiration date of the warrants was extended to August 23, 2017 pursuant to Amendment dated August 3, 2016.
- F7100% of the total Restricted Stock Units vested on February 23, 2017 (pursuant to Amendment dated February 23, 2017).
- F8These shares were acquired pursuant to the vesting of certain Restricted Stock Units on February 23, 2017. See note 7. The price for these shares as shown in Table 1 reflects the published closing stock price on February 23, 2017. No additional payment was made for these shares upon vesting.