SEC Form 5 · accession 0001140361-15-002610

OMNIQ Corp. · OMQS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jason F Griffith

Officer — Chief Executive Officer · Director · 10% Owner

Period of report

Dec 31, 2014

Accepted (ET)

Jan 23, 2015 · 5:08 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000278165

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Preferred Stock	Mar 23, 2011	J	250,000	$0.46	A	250,000	D
Preferred Stock	May 17, 2012	P	250,000	$0.70	A	500,000	D
Common Stock	Sep 19, 2008	J	18,750	$0.83	A	518,750	D
Common Stock	Mar 29, 2011	J	821,475	$0.07	A	1,340,225	D
Common Stock	Mar 29, 2011	J	573,800	$0.07	A	1,914,025	D
Common Stock	Jan 13, 2012	J	4,000,000	$0.044	A	5,914,025	D
Common Stock	May 17, 2012	P	1,265,764	$0.01	A	7,179,789	D
Common Stock	Nov 18, 2012	G	1,265,764	$0.01	D	5,914,025	D
Common Stock	Dec 30, 2013	J	1,800,000	$0.19	A	7,714,025	D
Common Stock	Dec 30, 2013	J	1,240,000	$0.19	A	8,954,025	D
Common Stock	Dec 30, 2013	J	560,000	$0.20	A	9,514,025	D
Common Stock	Mar 18, 2014	J	14,263	$1.00	A	9,528,288	D
Common Stock	Jan 30, 2014	J	200,000	$0.13	D	9,328,288	D
Common Stock^F2	Oct 14, 2014	J	8,000,000	$0.00	D	9,328,288	I	By Irrevocable Trust
Common Stock	Dec 31, 2014	J	69,079	$0.38	A	9,397,367	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant to Purchase Common Stock	$0.01	Dec 21, 2011	J	10,000,000	A	Dec 21, 2011	Dec 21, 2018	Common Stock	10,000,000	19,328,288	D
Warrant to Purchase Common Stock	$0.01	Dec 30, 2013	J	10,000,000	D	Dec 21, 2011	Dec 21, 2018	Common Stock	10,000,000	9,328,288	D
Stock Option^F4	$0.50	Nov 21, 2014	A	1,200,000	A	—	Nov 20, 2024	Common Stock	1,200,000	10,528,288	D
Stock Option^F5,F6	$0.50	Nov 21, 2014	A	2,200,000	A	—	Nov 20, 2024	Common Stock	2,200,000	12,728,288	D

Explanation of responses

F1In settlement of debt owed by Issuer to Reporting Person, Issuer issued stock to Reporting Person. Issuer issued stock to Reporting Person at or above the market price of the stock.
F2These shares are held in an irrevocable trust for the benefit of the Reporting Person for which the Reporting Person serves as trustee.
F3Reporting Person was issued 10,000,000 warrants in 2011 at $0.01 strike price. In 2013, he agreed to return those warrants to the Issuer in exchange for the 1,800,000 shares on 12/30/2013.
F4The option vests with respect to 200,000 shares on November 20, 2014, and the balance will vest in a series of twenty (20) equal quarterly installments over a five year period.
F5The option will vest and become exercisable for all of the shares on November 21, 2023 provided that the Reporting Person remains in continuous service with the Issuer on such date. The unvested option shares shall accelerate as follows: (a) To the extent the Issuer achieves annual net revenues between $100 million and $150 million in any given year, an additional 200,000 shares shall immediately vest; (b) To the extent the Issuer achieves net revenues between $150 million and $200 million in any given year, an additional 400,000 shares shall immediately vest.
F6To the extent the Issuer achieves annual net revenues between $200 million and $300 million in any given year, an additional 600,000 shares shall immediately vest; and (d) To the extent the Issuer achieves annual net revenues in excess of $300 million in any given year, an additional 1,000,000 shares shall immediately vest (until in each case the option is fully vested). In the event of any acceleration event in (a) through (d) above where net income as a percentage of net revenues exceeds 10%, then the shares vesting on such event shall be increased by 50%, but to the extent net income as a percentage of net revenues for such year is less than 5%, then the shares vesting on such event shall be decreased by 50%.