SEC Form 4 · accession 0001437749-17-015954
COMARCO INC · CMRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 12, 2017
Accepted (ET)
Sep 14, 2017 · 5:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000022252
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Contingent Convertible Preferred StockF1,F2 | — | Sep 12, 2017 | P | 2,000,000 | A | — | — | Common Stock | 2,000,000 | 2,000,000 | D |
| Rights to be Issued WarrantsF1,F2 | $0.05 | Sep 12, 2017 | J | 7,210,600 | A | — | — | Common Stock | 7,210,600 | 7,210,600 | D |
| Rights to be Issued WarrantsF1,F3 | $0.05 | Sep 12, 2017 | J | 0 | A | — | — | Common Stock | 0 | 7,210,600 | I |
| Series A Contingent Convertible Preferred StockF1,F3 | — | Sep 12, 2017 | P | 0 | A | — | — | Common Stock | 0 | 2,000,000 | I |
Explanation of responses
- F1On September 12, 2017, Elkhorn Partners Limited Partnership ("EPLP") purchased 2,000,000 shares of the Issuer's Series A Contingent Convertible Preferred Stock, no par value per share (the "Series A Preferred Stock"), in a private transaction with the Issuer at a purchase price of $0.10 per share. Pursuant to the terms of the Issuer's Amended and Restated Certificate of Determination of Preferences of Series A Contingent Convertible Preferred Stock ("Certificate of Determination"), which was filed as Exhibit 3.2 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission ("SEC") on September 13, 2017, immediately upon the occurrence of any "Triggering Event" (as defined in the Certificate of Determination), each share of Series A Preferred Stock held by EPLP will automatically convert into one share of the Issuer's common stock (subject to adjustment for stock splits and similar transactions). In addition, pursuant to the terms of the subscription agreement pursua
- F2These securities are owned by EPLP, which is a Reporting Person.
- F3These securities are owned solely by EPLP, which is a member of a "group" with Alan S. Parsow, the sole manager of Parsow Management, LLC, the general partner of EPLP. Mr. Parsow may be deemed to beneficially own, but only to the extent he has a pecuniary interest in, these securities. Mr. Parsow disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.