SEC Form 4 · accession 0001628280-18-004359
VICTORY ENERGY CORP · VYEY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Visionary PE GP I, LLC
10% Owner
Period of report
Apr 13, 2018
Accepted (ET)
Apr 17, 2018 · 5:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000700764
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 13, 2018 | J | 1,880,267 | — | A | 2,519,025 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2 | $0.75 | Apr 13, 2018 | J | 1,880,267 | A | Apr 13, 2018 | Apr 13, 2023 | Common Stock | 1,880,267 | 1,880,267 | I |
Explanation of responses
- F1Pursuant to a settlement agreement, dated April 10, 2018, between the Issuer and Visionary Private Equity Group I, LP ("VPEG"), and in consideration and full satisfaction of outstanding indebtedness in the amount of $1,410,200 owed by the Issuer to VLP under certain loan documents, the Issuer agreed to issue to VPEG 1,880,267 shares of common stock and a warrants to purchase 1,880,267 shares of common stock at an exercise price of $0.75 per share; provided that if the actual price per share in a proposed $5 million private placement of the Issuer's common stock is less than $0.75, the number of shares will be adjusted upward proportionately, and the exercise price of the warrants will be reduced, accordingly.
- F2The securities reported herein are held directly by VPEG. Visionary PE GP I, LLC ("VLLC"), is the General Partner of VPEG. The shares directly owned by VPEG may be deemed indirectly owned by VLLC; however, VLLC disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
Remarks
Reporting Owner Name / Address / Relationship 1. Visionary PE GP I, LLC 1325 W. Sunshine Street Springfield, MO 65807 Relationship: 10% Owner 2. Visionary Private Equity Group I, LP 2025 Zumbehl Road, Ste. 85 St. Charles, MO 63303 Relationship: 10% Owner