SEC Form 4/A · accession 0001144204-15-001898
HICKOK INC · HICKA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Period of report
Dec 31, 2014
Accepted (ET)
Jan 12, 2015 · 7:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000047307
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Loan AgreementF4,F1,F2,F6,F3,F5 | $1.85 | Dec 31, 2014 | A | 252,367 | A | Dec 31, 2014 | Dec 30, 2015 | Class B Common Stock | 252,367 | 353,367 | 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") to correct inadvertent error in the reporting of the original filing.
- F2The 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.
- F3For 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.
- F4Pursuant 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 $466,879.88.
- F5The 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.
- F6Included in the total are: 100,000 shares of Class A Common Stock held by Roundball, and options to acquire 1,000 shares of Class A Common Stock held by Mr. Rosen, 666 of which are immediately exercisable and 334 of which become exercisable on March 8, 2015.
Remarks
Exhibits: Exhibit 24.1 Power of Attorney, Exhibit 99.1 Filer Information