SEC Form 5 · accession 0001415889-17-001721
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, 2017
Accepted (ET)
Oct 26, 2017 · 9:09 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 StockF2 | Jul 5, 2016 | A | 554 | $7.62 | A | 3,698,056 | D | |
| Common StockF2 | Dec 30, 2016 | G | 2,074 | $0.00 | D | 3,698,056 | D | |
| Common StockF2 | Jan 18, 2017 | A | 586 | $7.76 | A | 3,698,056 | D | |
| Common StockF2 | Jan 25, 2017 | G | 12,258 | $0.00 | D | 3,698,056 | D | |
| Common StockF2 | Mar 1, 2017 | G | 1,976 | $0.00 | D | 3,698,056 | D | |
| Series B-1 Preferred StockF3,F4 | Jul 5, 2016 | A | 10,000 | $0.00 | A | 115,788 | I | By Fields Management, Inc. |
| Series B-1 Preferred StockF3,F4 | Mar 31, 2017 | A | 20,000 | $0.00 | A | 115,788 | I | By Fields Management, Inc. |
| Common Stock | holding | — | — | — | 650,693 | I | By Riverview Financial Corp. | |
| Common Stock | holding | — | — | — | 30,667 | I | By Spouse | |
| Common StockF5 | holding | — | — | — | 1,289,230 | I | By Fields Management | |
| Series B Preferred Stock | holding | — | — | — | 531,432 | I | By Riverview Financial Corp | |
| Series B Preferred Stock | holding | — | — | — | 14,450 | I | By Spouse | |
| Common Stock | holding | — | — | — | 205,000 | I | By Charitable 2010, LLC | |
| Series B-1 Preferred StockF4 | holding | — | — | — | 147,370 | I | By Riverview Financial Corp | |
| Series B-1 Preferred StockF4 | 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 |
| Warrant | $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.
- F2Includes 5,157 unvested shares of common stock.
- F3Shares 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.
- F4Amount includes shares of Series B-1 Preferred issued to the Reporting Person during the year ended June 30, 2017 as payment-in-kind of accrued dividends.
- F5Includes 771,587 unvested shares of common stock.