SEC Form 5 · accession 0001415889-15-002954
ReposiTrak, Inc. · TRAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randall K Fields
Officer — CHIEF EXECUTIVE OFFICER · Director · 10% Owner
Period of report
Jun 30, 2015
Accepted (ET)
Sep 1, 2015 · 1:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000050471
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 31, 2014 | G | 105,000 | $0.00 | D | 3,729,228 | D | |
| Common StockF2 | Dec 31, 2014 | A | 496 | $7.67 | A | 3,729,228 | D | |
| Common Stock | Jan 12, 2015 | G | 3,121 | $0.00 | D | 3,729,228 | D | |
| Common Stock | Jan 12, 2015 | G | 15,835 | $0.00 | D | 3,729,228 | D | |
| Common StockF1 | Apr 2, 2015 | G | 100,000 | $0.00 | D | 3,729,228 | D | |
| Common StockF2 | Jun 30, 2015 | A | 512 | $7.62 | A | 3,729,228 | D | |
| Common StockF1 | Dec 31, 2014 | G | 105,000 | $0.00 | A | 205,000 | I | By Charitable 2010, LLC |
| Common StockF1 | Apr 2, 2015 | G | 100,000 | $0.00 | A | 205,000 | I | By Charitable 2010, LLC |
| Series B Preferred Stock | Feb 5, 2015 | J | 750 | $10.00 | D | 14,450 | I | By Spouse |
| Series B-1 Preferred StockF4 | May 12, 2015 | A | 30,000 | $0.00 | A | 30,000 | I | By Fields Management, Inc. |
| Common Stock | holding | — | — | — | 650,693 | I | By Riverview Financial Corp. | |
| Common Stock | holding | — | — | — | 30,667 | I | By Spouse | |
| Common Stock | holding | — | — | — | 1,289,230 | I | By Fields Management | |
| Series B Preferred Stock | holding | — | — | — | 531,432 | I | By Riverview Financial Corp | |
| Series B-1 Preferred Stock | holding | — | — | — | 38,055 | I | By Riverview Financial Corp | |
| Series B-1 Preferred Stock | holding | — | — | — | 657 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant | $3.60 | holding | — | — | — | Mar 14, 2013 | Mar 14, 2018 | Common Stock | 6,875 | 6,875 | D |
| Warrant | $10.00 | holding | — | — | — | Jan 26, 2015 | Jan 26, 2020 | Common Stock | 3,165 | 3,165 | D |
| Warrants | $4.00 | holding | — | — | — | Feb 5, 2015 | Feb 5, 2020 | Common Stock | 914,065 | 914,065 | I |
| Warrants | $4.00 | holding | — | — | — | Feb 5, 2015 | Feb 5, 2020 | Common Stock | 40,250 | 40,250 | I |
Explanation of responses
- F1Shares gifted by the Reporting Person to Charitable 2010, LLC. The Reporting Person is a member of Charitable 2010, LLC and retain investment control over the gifted shares.
- F2Shares issued in lieu of cash compensation at a 15% discount to fair market value, pursuant to the Issuer's 2011 Employee Stock Purchase Plan.
- F3The reported shares of Series B Preferred Stock were redeemed by the Issuer, pursuant to the terms and conditions of the Second Amended and Restated Certificate of Designation of the Relative Rights, Powers and Preferences of the Issuer's Series B Preferred Stock.
- F4Shares issued as payment of a bonus granted to Fields Management, Inc., a management company wholly-owned by the Reporting Person ("FMI"), by the Compensation Committee of the Issuer's Board of Directors, pursuant to the Employment Agreement by and between the Issuer and FMI, dated June 30, 2013, pursuant to which the Reporting Person serves as the Issuer's Chief Executive Officer.