SEC Form 4 · accession 0001420506-15-000503
U.S. GOLD CORP. · USAU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony Lougee
Officer — Chief Financial Officer
Period of report
Aug 12, 2014
Accepted (ET)
Aug 21, 2015 · 9:51 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000027093
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $1.00 par value | Aug 17, 2015 | A | 10,000 | $0.00 | A | 11,000 | D | |
| Common Stock, $1.00 par value | holding | — | — | — | 475 | I | 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionF1 | $1.50 | Aug 12, 2014 | A | 27,000 | A | — | Aug 12, 2020 | Common Stock | 27,000 | 29,000 | D |
| Common Stock WarrantsF2 | $2.94 | Jul 15, 2014 | A | 3,000 | A | — | — | Common Stock | — | 3,000 | D |
| Common Stock WarrantsF2 | $3.00 | Jul 15, 2014 | A | 3,000 | A | — | — | Common Stock | — | 3,000 | D |
| Common Stock WarrantsF2 | $3.50 | Jul 15, 2014 | A | 3,000 | A | — | — | Common Stock | — | 3,000 | D |
Explanation of responses
- F1Options were granted at an exercise price equal to the closing market price of the Company's common stock on the date of the grant, and are exercisable one third on the date of grant; one third on the first anniversary and one third on the second anniversary
- F2On July 15, 2014, the reporting person entered into a Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreement (the "Agreement") governing the issuance of up to $750,000 aggregate principal amount of Subordinated Secured Convertible Bridge Notes (the "Notes") and Warrants. Pursuant to the terms of the Purchase Agreement, the reporting person purchased $7,500 of Notes and Warrants to purchase 9,000 shares of the Company's Common Stock at exercise prices between $2.94 and $3.50 per share. The Warrants are exercisable for a five (5) year period commencing on the six month anniversary from the date of issuance.