SEC Form 4 · accession 0001437749-16-035383
Enservco Corp · ENSV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rick D Kasch
Officer — President and CEO · Director
Period of report
Jul 18, 2016
Accepted (ET)
Jul 20, 2016 · 3:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000319458
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 1,849,324 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF1 | $1.10 | Jul 18, 2016 | D | 600,000 | D | — | Jul 19, 2016 | Common Stock | 600,000 | 0 | D |
| Stock OptionF2 | $0.46 | Jul 18, 2016 | D | 325,000 | D | — | Jun 5, 2017 | Common Stock | 325,000 | 100,000 | D |
| Stock OptionF3 | $1.74 | Jul 18, 2016 | D | 110,000 | D | — | Apr 8, 2020 | Common Stock | 110,000 | 100,000 | D |
| Stock OptionF4 | $0.60 | Jul 18, 2016 | D | 400,000 | D | — | May 5, 2021 | Common Stock | 400,000 | 100,000 | D |
| Stock OptionF5 | $0.60 | Jul 18, 2016 | D | 350,000 | D | — | May 5, 2021 | Common Stock | 350,000 | 0 | D |
| Stock OptionF7,F6 | $0.65 | Jul 18, 2016 | A | 325,000 | A | — | Dec 5, 2017 | Common Stock | 325,000 | 325,000 | D |
| Stock OptionF8,F6 | $1.74 | Jul 18, 2016 | A | 110,000 | A | — | Apr 8, 2020 | Common Stock | 110,000 | 110,000 | D |
| Stock OptionF9,F6 | $0.65 | Jul 18, 2016 | A | 400,000 | A | — | May 5, 2021 | Common Stock | 400,000 | 400,000 | D |
| Stock OptionF10,F6 | $0.65 | Jul 18, 2016 | A | 350,000 | A | — | May 5, 2021 | Common Stock | 350,000 | 350,000 | D |
| Warrants | $0.55 | holding | — | — | — | Nov 2, 2012 | Nov 30, 2017 | Common Stock | 37,500 | 37,500 | D |
Explanation of responses
- F1This transaction involves rescission of a prior grant pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 600,000 shares were vested.
- F10The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person and are subject to approval by Enservco's stockholders of its 2016 Stock Incentive Plan, as adopted by the Board on 7/18/16. If the 2016 Plan is approved by stockholders, options to acquire 116,667 shares will vest on 12/31/16, 116,667 shares will vest on 12/31/17 and the remaining options to acquire 116,666 will vest on 12/31/18, in both cases if the conditions to vesting exist on such date.
- F2This transaction involves partial rescission of a prior grant pursuant to an dated July 18, 2016 agreement between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 325,000 shares were vested. The remaining options to acquire 100,000 shares remain vested as of the date hereof.
- F3This transaction involves partial rescission of a prior grant pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 110,000 shares were not vested. Of the remaining options to acquire 100,000 shares, options to acquire 70,000 shares vested on 1/1/16 and 30,000 shares will vest on 1/1/17 if the conditions to vesting exist on that date.
- F4This transaction involves partial rescission of a prior grant pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 400,000 shares were not vested. The remaining options to acquire 100,000 shares will vest on 12/31/16 if the conditions to vesting exist on that date.
- F5This transaction involves rescission of a prior grant pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 350,000 shares were not vested.
- F6The exercise price per share of the new option grant is the higher of the exercise price of the forfeited options or the closing sale price of the Company's common stock on July 7, 2016, the date of approval of the new option grant and related agreements by a special independent committee of the Board of Directors (the "Special Committee").
- F7The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person and are subject to approval by Enservco's stockholders of its 2016 Stock Incentive Plan (the "2016 Plan"), as adopted by the Board on 7/18/16. If the 2016 Plan is approved by stockholders, options to acquire 325,000 shares will vest on the date of stockholder approval.
- F8The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person and are subject to approval by Enservco's stockholders of the 2016 Plan. If the 2016 Plan is approved by stockholders, options to acquire 40,000 shares will vest on 1/1/17, and the remaining options to acquire 70,000 shares will vest on 1/1/18, in both cases if the conditions to vesting exist on such date.
- F9The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person and are subject to approval by Enservco's stockholders of the 2016 Plan. If the 2016 Plan is approved by stockholders, options to acquire 150,000 shares will vest on 12/31/16, and the remaining options to acquire 250,000 shares will vest on 12/31/17, in both cases if the conditions to vesting exist on such date.