SEC Form 4 · accession 0001493152-17-004484
OMNIQ Corp. · OMQS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shai Shalom Lustgarten
Officer — Chief Executive Officer · Director
Period of report
Apr 27, 2017
Accepted (ET)
Apr 27, 2017 · 5:17 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 27, 2017 | A | 640,000 | — | A | 640,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $0.075 | Apr 27, 2017 | A | 760,333 | A | Feb 17, 2017 | Feb 17, 2022 | Common Stock | 760,333 | 760,333 | D |
| Stock OptionsF2 | $0.09 | Apr 27, 2017 | A | 760,333 | A | Feb 19, 2018 | Feb 17, 2022 | Common Stock | 760,333 | 760,333 | D |
| Stock OptionsF2 | $0.09 | Apr 27, 2017 | A | 760,334 | A | Feb 17, 2019 | Feb 17, 2022 | Common Stock | 760,334 | 760,334 | D |
Explanation of responses
- F1In connection with Mr. Shai Lustgarten's appointment as President and CEO of the Company, the Company and Mr. Lustgarten entered into an Employment Agreement dated February 17, 2017 and a Modification Agreement dated April 1, 2017 (collectively the "Lustgarten Employment Agreement"), pursuant to which Mr. Lustgarten shall be eligible to receive a one-time sign-on bonus of $48,000 worth of shares of the Company's restricted common stock which represents 640,000 restricted common stock, which will vest upon approval on the 2017 Financial Plan submitted to the Board of Directors. On April 27, 2017, the Board of Directors of the Company approved, authorized and directed the Company to issue 640,000 shares of Common Stock to Mr. Lustgarten.
- F2Pursuant to the Lustgarten Employment Agreement, Mr. Lustgarten shall be able to receive a stock option grant of 2,281,000 stock options. The options are exercisable as follows: options to purchase 760,333 shares are immediately vested on February 17, 2017 at an exercise price of $0.075 per share; options to purchase 760,333 shares vest on February 19, 2018 at an exercise price of $0.09 per share, and options to purchase 760,334 shares vest on February 17, 2019 at an exercise price of $0.09 per share, subject to any change in control acceleration provisions. The exercise price of the options was agreed to pursuant to the Employment Agreement dated February 17, 2017.