SEC Form 4 · accession 0001437749-16-035384
Enservco Corp · ENSV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven P Oppenheim
Director
Period of report
Jul 18, 2016
Accepted (ET)
Jul 20, 2016 · 3:29 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 | — | — | — | 75,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF1 | $1.27 | Jul 18, 2016 | D | 100,000 | D | — | Apr 29, 2018 | Common Stock | 100,000 | 100,000 | D |
| Stock OptionF2 | $1.00 | Jul 18, 2016 | D | 50,000 | D | — | Jul 25, 2018 | Common Stock | 50,000 | 0 | D |
| Stock OptionF4,F3 | $1.27 | Jul 18, 2016 | A | 100,000 | A | — | Oct 29, 2018 | Common Stock | 100,000 | 100,000 | D |
| Stock OptionF5,F3 | $1.00 | Jul 18, 2016 | A | 50,000 | A | — | Jul 25, 2018 | Common Stock | 50,000 | 50,000 | 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 100,000 shares were vested. Options to acquire 100,000 shares remain vested as of the date hereof. The disposition to the issuer was approved in accordance with Rule 16b-3(e) of the Securities Exchange Act of 1934 (the "1934 Act"), and in accordance with Rule 16b-3(a) of the 1934 Act is exempt from Section 16(b) of the 1934 Act.
- F2This 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 50,000 shares were vested. The disposition to the issuer was approved in accordance with Rule 16b-3(e) of the Securities Exchange Act of 1934 (the "1934 Act"), and in accordance with Rule 16b-3(a) of the 1934 Act is exempt from Section 16(b) of the 1934 Act.
- F3The 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").
- F4The 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"). If the 2016 Plan is approved by stockholders, options to acquire 100,000 shares will vest on the date of stockholder approval.
- F5The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person are subject to approval by Enservco's stockholders of its 2016 Plan. If the 2016 Plan is approved by stockholders, options to acquire 50,000 shares will vest on the date of stockholder approval.