SEC Form 4 · accession 0001144204-15-000455
HICKOK INC · HICKA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 4:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000047307
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F3,F4 | Dec 31, 2014 | J | 20,000 | — | A | 40,000 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Loan AgreementF5,F1,F2,F7,F4,F6 | $1.85 | Dec 31, 2014 | A | 387,503 | A | Dec 31, 2014 | Dec 30, 2015 | Class B Common Stock | 387,503 | 487,836 | I |
Explanation of responses
- F1This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). The ownership of these securities is directly held by Roundball, LLC ("Roundball") and ownership is indirectly attributable to Steven Rosen under the SEC rules. Mr. Rosen has a pecuniary interest in 14.29% of the assets held by Seven Investors, LLC, and ownership attributed through immediate family members' interests in 75% of the LJNP Trust. Seven Investors, LLC, and LJNP Trust each own 25% of Roundball, LLC ("Roundball"), but such entities do not maintain investment control of the investment in the Issuer by Roundball. In accordance with instruction 4(b)(v) to Form 4, the entire amount of the Hickok, Inc.'s (the "Issuer") securities held by Roundball is reported herein.
- F2For purposes of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
- F3The shares were issued as consideration to Roundball for entering into Amendment No. 3 to the Convertible Loan Agreement.
- F4Roundball also holds 320,918 shares of Class A Common Stock.
- F5Pursuant to the Convertible Loan Agreement, as amended, Roundball has the right to convert all amounts outstanding into the Issuer's Class B Common Stock (including standard anti-dilution provisions). The amount that could be borrowed by the Issuer is up to approximately $716,880.
- F6The Issuer's articles of incorporation require it to seek approval from its shareholders for issuance of any Class B Common Stock. The Borrower agrees to include such a proposal in its 2015 Annual Meeting proxy materials.
- F7Included in the total are: 100,000 shares of Class A Common Stock held by Roundball, and options to acquire 333 shares of Class A Common Stock held by Mr. Rosen.
Remarks
Exhibit: Joint Filer Information