SEC Form 4/A · accession 0001181431-15-001290
OMNIQ Corp. · OMQS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Scot A. Ross
Officer — CFO and Secretary · Director
Period of report
Nov 21, 2014
Accepted (ET)
Jan 21, 2015 · 5:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000278165
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1,F2 | $0.50 | Nov 21, 2014 | A | 1,200,000 | A | — | Nov 20, 2024 | Common Stock | 1,200,000 | 1,200,000 | D |
| Stock Option (Right to Buy)F1,F3,F4 | $0.50 | Nov 21, 2014 | A | 2,200,000 | A | — | Nov 20, 2024 | Common Stock | 2,200,000 | 2,200,000 | D |
Explanation of responses
- F1The option was previously reported as a disposition on the reporting person's original Form 4, and should have been reported as an acquisition.
- F2The 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.
- F3The 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 company on such date. The unvested option shares shall accelerate as follows: (a) To the extent the company 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 company achieves net revenues between $150 million and $200 million in any given year, an additional 400,000 shares shall immediately vest;
- F4(c) To the extent the company 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 company 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%.