SEC Form 5 · accession 0001415889-16-006596
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, 2016
Accepted (ET)
Jul 22, 2016 · 4:30 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 | Jan 1, 2016 | A | 396 | $10.12 | A | 3,713,224 | D | |
| Common Stock | Jan 15, 2016 | G | 2,485 | $0.00 | D | 3,713,224 | D | |
| Common Stock | Jan 15, 2016 | G | 13,915 | $0.00 | D | 3,713,224 | D | |
| Series B-1 Preferred StockF2,F3 | Jan 25, 2016 | A | 10,000 | $0.00 | A | 70,000 | I | By Fields Management, Inc. |
| Series B-1 Preferred StockF2,F3 | Apr 8, 2016 | A | 10,000 | $0.00 | A | 70,000 | 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 | |
| Common Stock | holding | — | — | — | 205,000 | I | By Charitable 2010, LLC | |
| Series B Preferred Stock | holding | — | — | — | 531,432 | I | By Riverview Financial Corp | |
| Series B Preferred Stock | holding | — | — | — | 14,450 | I | By Spouse | |
| Series B-1 Preferred StockF3 | holding | — | — | — | 96,158 | 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 issued in lieu of cash compensation at a 15% discount to fair market value, pursuant to the Issuer's 2011 Employee Stock Purchase Plan.
- F2Shares 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.
- F3Amount includes shares of Series B-1 Preferred issued to the Reporting Person during the year ended June 30, 2016 as payment-in-kind of accrued dividends.