SEC Form 4 · accession 0001420506-16-000689
U.S. GOLD CORP. · USAU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Alan Moylan
Officer — CEO · Director · 10% Owner
Period of report
Jan 19, 2016
Accepted (ET)
Jan 26, 2016 · 12:28 pm EST
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, par value $0.001 per shareF1,F2 | Jan 19, 2016 | A | 166,667 | — | A | 518,333 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF3,F4 | $1.69 | Jan 19, 2016 | D | 166,667 | D | Jun 8, 2015 | Jun 8, 2020 | Common Stock | 166,667 | 0 | D |
Explanation of responses
- F1On January 19, 2016, the Issuer entered into an exchange agreement (the "Option Exchange Agreement") with the Reporting Person with respect to options held by the Reporting Person. Pursuant to the Option Exchange Agreement, the Reporting Person exchanged options to purchase 166,667 shares of common stock of the Issuer for a restricted stock grant in the aggregate amount of 166,667 shares of common stock pursuant to the Issuer's 2014 Equity Incentive Plan, as amended (the "Restricted Stock Grant"). The Restricted Stock Grant was vested in full upon issuance.
- F2No commission or other payment was received by the Issuer in connection with the Option Exchange Agreement. Such exchange was conducted pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (as amended, the "Securities Act"), and the common stock issuable pursuant to the Option Exchange Agreement has been issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act for securities exchanged by the Issuer and the Reporting Person where no commission or other remuneration is paid or given directly or indirectly by the Issuer for soliciting such exchange.
- F3On January 19, 2016, the Issuer entered into the Option Exchange Agreement with the Reporting Person pursuant to which the Reporting Person exchanged options to purchase 166,667 shares of common stock of the Issuer (the "Options") for a restricted stock grant in the aggregate amount of 166,667 shares of common stock pursuant to the Issuer's 2014 Equity Incentive Plan, as amended.
- F4The Reporting Person received the Options pursuant to the Issuer's Equity Incentive Plan in connection with his role as Chief Executive Officer of the Issuer.