SEC Form 4 · accession 0000899243-18-025031
RESEARCH FRONTIERS INC · REFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Kevin Douglas
10% Owner · Other
DOUGLAS FAMILY TRUST
10% Owner · Other
JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST
10% Owner · Other
Period of report
Sep 11, 2018
Accepted (ET)
Sep 21, 2018 · 8:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000793524
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 11, 2018 | P | 163,044 | $0.92 | A | 1,107,625 | D | |
| Common StockF2,F3 | Sep 11, 2018 | P | 271,739 | $0.92 | A | 1,846,043 | I | By James Douglas and Jean Douglas Irrevocable Descendants' Trust |
| Common StockF2,F4 | Sep 11, 2018 | P | 108,696 | $0.92 | A | 738,416 | I | By Douglas Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F1,F2,F5 | — | Sep 11, 2018 | P | 81,522 | A | Feb 15, 2019 | Sep 30, 2023 | Common Stock | 81,522 | 81,522 | D |
| Warrant (right to buy)F2,F3,F5 | — | Sep 11, 2018 | P | 135,869 | A | Feb 15, 2019 | Sep 30, 2023 | Common Stock | 135,869 | 135,869 | I |
| Warrant (right to buy)F2,F4,F5 | — | Sep 11, 2018 | P | 54,348 | A | Feb 15, 2019 | Sep 30, 2023 | Common Stock | 54,348 | 54,348 | I |
Explanation of responses
- F1These shares are held directly and jointly by Kevin Douglas and his wife, Michelle Douglas.
- F2Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively the "Reporting Persons") may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or Rule 13d-5 promulgated under the Exchange Act, with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 4 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person.
- F3These shares are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas and Michelle Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust.
- F4These shares are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee of the Douglas Family Trust.
- F5These warrants contain a variable exercise price feature and and are exercisable at $1.10 per share if exercised prior to September 30, 2019, $1.20 per share if exercised from October 1, 2019 to September 30, 2020, and $1.38 per share if exercised after September 30, 2020.