SEC Form 4 · accession 0001437749-16-035386
Enservco Corp · ENSV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Austin Peitz
Officer — SVP - Field Operations
Period of report
Jul 18, 2016
Accepted (ET)
Jul 20, 2016 · 3:31 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 | — | — | — | 98,853 | 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 | $0.46 | Jul 18, 2016 | D | 200,000 | D | — | Jun 30, 2017 | Common Stock | 200,000 | 100,000 | D |
| Stock OptionF2 | $1.74 | Jul 18, 2016 | D | 60,000 | D | — | Apr 8, 2020 | Common stock | 60,000 | 100,000 | D |
| Stock OptionF3 | $0.60 | Jul 18, 2016 | D | 100,000 | D | — | May 5, 2021 | Common Stock | 100,000 | 100,000 | D |
| Stock OptionF5,F4 | $0.65 | Jul 18, 2016 | A | 200,000 | A | — | Dec 30, 2017 | Common Stock | 200,000 | 200,000 | D |
| Stock OptionF6,F4 | $1.74 | Jul 18, 2016 | A | 60,000 | A | — | Apr 8, 2020 | Common Stock | 60,000 | 60,000 | D |
| Stock OptionF7,F4 | $0.65 | Jul 18, 2016 | A | 100,000 | A | — | May 5, 2021 | Common Stock | 100,000 | 100,000 | D |
| Stock OptionF8 | $0.70 | holding | — | — | — | — | Jan 23, 2018 | Common Stock | 50,000 | 50,000 | D |
Explanation of responses
- F1This 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 rescission, the forfeited options to acquire 200,000 shares were vested. The remaining options to acquire 100,000 shares remain vested as of the date hereof.
- F2This 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 rescission, the forfeited options to acquire 60,000 shares were unvested. Of the remaining options to acquire 100,000 shares, options to acquire 53,333 shares vested on 1/1/16, and options to acquire 46,667 shares will vest on 1/1/17 if the conditions to vesting exist on that date.
- 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 rescission, the forfeited options to acquire 100,000 shares were unvested. Of the remaining options to acquire 100,000 shares, options to acquire 66,667 shares will vest on 12/31/16, and thereafter options to acquire 33,333 shares will vest on 12/31/17, in both cases if the conditions to vesting exist on such date.
- F4The 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").
- F5The 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 200,000 shares will vest on the date of stockholder approval. The grant was approved in accordance with Rule 16b-3(d) 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.
- 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 the 2016 Plan. If the 2016 Plan is approved by stockholders, options to acquire 6,666 shares will vest on 1/1/17, and the remaining options to acquire 53,334 shares will vest on 1/1/18, in both cases if the conditions to vesting exist on such date. The grant was approved in accordance with Rule 16b-3(d) of 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.
- 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 Plan. If the 2016 Plan is approved by stockholders, options to acquire 33,334 shares will vest on 12/31/17, and the remaining options to acquire 66,666 shares will vest on 12/31/18, in both cases if the conditions to vesting exist on such date. The grant was approved in accordance with Rule 16b-3(d) of 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.
- F8Options to acquire 16,667 shares vested on 1/1/14; 16,667 on 1/1/15; and the remaining options vested on 1/1/16.