SEC Form 4 · accession 0001437749-16-035385
Enservco Corp · ENSV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J Devers
Officer — Chief Financial Officer
Period of report
Jul 18, 2016
Accepted (ET)
Jul 20, 2016 · 3:30 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 | — | — | — | 4,315 | 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 | 50,000 | D | — | Apr 29, 2018 | Common Stock | 50,000 | 100,000 | D |
| Stock OptionF2 | $1.00 | Jul 18, 2016 | D | 50,000 | D | — | Jul 25, 2018 | Common Stock | 50,000 | 0 | D |
| Stock OptionF3 | $1.74 | Jul 18, 2016 | D | 40,000 | D | — | Apr 8, 2020 | Common stock | 40,000 | 100,000 | D |
| Stock OptionF4 | $0.60 | Jul 18, 2016 | D | 25,000 | D | — | May 5, 2021 | Common Stock | 25,000 | 100,000 | D |
| Stock OptionF6,F5 | $1.27 | Jul 18, 2016 | A | 50,000 | A | — | Oct 29, 2018 | Common Stock | 50,000 | 50,000 | D |
| Stock OptionF7,F5 | $1.00 | Jul 18, 2016 | A | 50,000 | A | — | Jul 25, 2018 | Common stock | 50,000 | 50,000 | D |
| Stock OptionF8,F5 | $1.74 | Jul 18, 2016 | A | 40,000 | A | — | Apr 8, 2020 | Common Stock | 40,000 | 40,000 | D |
| Stock OptionF9,F5 | $0.65 | Jul 18, 2016 | A | 25,000 | A | — | May 5, 2021 | Common Stock | 25,000 | 25,000 | D |
| Stock OptionF10 | $2.25 | holding | — | — | — | — | Jan 30, 2019 | 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 50,000 shares were vested. The remaining options to acquire 100,000 shares remain vested as of the date hereof.
- F10Options to acquire 16,667 shares vested on 1/1/15; 16,667 on 1/1/16; and the remaining options will vest on 1/1/17, if the conditions to vesting exist on such date.
- 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.
- F3This 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 40,000 shares were unvested. Of the remaining options acquire 100,000 shares, options to acquire 46,666 shares vest on 1/1/16 and thereafter options to acquire 46,667 shares will vest on 1/1/17 and options to acquire 6,667 shares will vest on 1/1/18, in both cases if the conditions to vesting exist on such date.
- F4This 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 25,000 shares were unvested. Of the remaining options acquire 100,000 shares, options to acquire 41,667 shares will vest on 12/31/16, options to acquire 41,667 will vest on 12/31/17, and options to acquire 16,666 shares vest on 12/31/18, in each case if the conditions to vesting exist on such date.
- F5The 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").
- F6The 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 50,000 shares will vest on the date of stockholder approval.
- 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 the 2016 Stock Plan. If the 2016 Plan is approved by stockholders, options to acquire 50,000 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 Stock Plan. If the 2016 Plan is approved by stockholders, options to acquire 40,000 shares will vest on 1/1/18, 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 Stock Plan. If the 2016 Plan is approved by stockholders, options to acquire 25,000 shares will vest on 12/31/18, if the conditions to vesting exist on such date.