SEC Form 4/A · accession 0001140361-15-036042
AFTERMASTER, INC. · AFTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jul 18, 2014 | P | 86,580 | $0.17 | A | 7,708,893 | D | |
| Common StockF3,F1 | Oct 8, 2014 | P | 584,588 | $0.25 | A | 8,293,481 | I | (1) |
| Common StockF3,F1 | Dec 9, 2014 | P | 1,234,040 | $0.50 | A | 9,527,521 | I | (1) |
| Common StockF3,F1 | Feb 12, 2015 | P | 301,756 | $0.52 | A | 9,829,277 | I | (1) |
| Common StockF2 | Feb 12, 2015 | P | 45,558 | $0.33 | A | 9,874,835 | D | |
| Common StockF3,F1 | May 18, 2015 | P | 304,179 | $0.49 | A | 10,179,014 | I | (1) |
| Common StockF2 | Jul 9, 2015 | P | 32,626 | $0.46 | A | 10,211,640 | D | |
| Common StockF2 | Jul 9, 2015 | P | 33,956 | $0.44 | A | 10,245,596 | D | |
| Common StockF3,F1 | Jul 14, 2015 | P | 275,483 | $0.53 | A | 10,521,079 | I | (1) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF4,F6,F1 | $0.40 | Jun 20, 2012 | P | 31,250 | A | Jun 20, 2012 | Jun 20, 2017 | Common Stock | 31,250 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Aug 9, 2012 | P | 50,000 | A | Feb 9, 2013 | — | Common Stock | 100,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Aug 9, 2012 | P | 12,500 | A | Aug 9, 2012 | Aug 9, 2017 | Common Stock | 12,500 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Sep 10, 2012 | P | 50,000 | A | Mar 10, 2013 | — | Common Stock | 100,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Sep 10, 2012 | P | 12,500 | A | Sep 10, 2012 | Sep 10, 2017 | Common Stock | 12,500 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Oct 10, 2012 | P | 100,000 | A | Apr 10, 2013 | — | Common Stock | 200,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Oct 10, 2012 | P | 25,000 | A | Oct 10, 2012 | Oct 10, 2017 | Common Stock | 25,000 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Oct 17, 2012 | P | 100,000 | A | Apr 17, 2013 | — | Common Stock | 200,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Oct 17, 2012 | P | 25,000 | A | Oct 17, 2012 | Oct 17, 2017 | Common Stock | 25,000 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Oct 25, 2012 | P | 50,000 | A | Apr 25, 2013 | — | Common Stock | 100,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Oct 25, 2012 | P | 12,500 | A | Oct 25, 2012 | Oct 25, 2017 | Common Stock | 12,500 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Nov 13, 2012 | P | 75,000 | A | May 13, 2013 | — | Common Stock | 150,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Nov 13, 2012 | P | 18,750 | A | Nov 13, 2012 | Nov 13, 2017 | Common Stock | 18,750 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Nov 23, 2012 | P | 25,000 | A | May 23, 2013 | — | Common Stock | 50,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Nov 23, 2012 | P | 6,250 | A | Nov 23, 2012 | Nov 23, 2017 | Common Stock | 6,250 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Nov 28, 2012 | P | 50,000 | A | May 28, 2013 | — | Common Stock | 100,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Nov 28, 2012 | P | 12,500 | A | Nov 28, 2012 | Nov 28, 2017 | Common Stock | 12,500 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Dec 17, 2012 | P | 50,000 | A | Jun 17, 2013 | — | Common Stock | 100,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Dec 17, 2012 | P | 12,500 | A | Dec 17, 2012 | Dec 17, 2017 | Common Stock | 12,500 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Jan 14, 2013 | P | 75,000 | A | Jul 14, 2013 | — | Common Stock | 150,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Jan 14, 2013 | P | 18,750 | A | Jan 14, 2013 | Jan 14, 2018 | Common Stock | 18,750 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Jan 23, 2013 | P | 25,000 | A | Jul 23, 2013 | — | Common Stock | 50,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Jan 23, 2013 | P | 6,250 | A | Jan 23, 2013 | Jan 23, 2018 | Common Stock | 6,250 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Jan 31, 2013 | P | 35,000 | A | Jul 31, 2013 | — | Common Stock | 70,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Jan 31, 2013 | P | 8,750 | A | Jan 31, 2013 | Jan 31, 2018 | Common Stock | 8,750 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Feb 5, 2013 | P | 5,000 | A | Aug 5, 2013 | — | Common Stock | 10,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Feb 5, 2013 | P | 1,250 | A | Feb 5, 2013 | Feb 5, 2018 | Common Stock | 1,250 | 6 | I |
| Convertible Promissory NoteF6,F1,F5 | $0.50 | Feb 14, 2013 | P | 10,000 | A | Aug 14, 2013 | — | Common Stock | 20,000 | 6 | I |
| WarrantF4,F6,F1 | $0.40 | Feb 14, 2013 | P | 2,500 | A | Feb 14, 2013 | Feb 14, 2018 | Common Stock | 2,500 | 6 | I |
Explanation of responses
- F1The beneficial owner is FPJ Investments, LLC ("FPJ"), a single member LLC owned 100% by the reporting person.
- F2Issued in connection with services as a Director.
- F3Issued in lieu of interest.
- F4Issued in connection with a loan by FPJ to Issuer which was evidenced by a promissory note.
- F5The promissory notes are exercisable for so long as the notes are outstanding.
- F6See remark.
Remarks
(Form 2 of 3) This amended Form 4 amends and restates the original Forms 4 filed by the reporting person on 3/27/12, 06/05/13, 05/28/15, and 07/22/15. This amendment reports convertible promissory notes of the Issuer that were acquired by an entity owned by the reporting person ("FPJ") which were mistakenly omitted on the original Forms 4. As reflected in this amended and restated Form 4 and the amended and restated Form 3 which was filed on September 28, 2015, as of September 28, 2015, FPJ owned 33 convertible promissory notes aggregating $3,925,000, convertible commencing 6-months after issue into an aggregate of 7,975,000 shares of the Issuer's common stock and 44 warrants exercisable for a 5-year period (which period was subsequently extended for certain of the warrants) to purchase an aggregate of 1,486,250 shares of the Issuer's common stock. The promissory notes are secured by certain assets of the Issuer and mature on the 3rd anniversary after the issue date, which maturity date has been extended from time to time, most recently to September 30, 2015. As of the date hereof, the reporting person has not sold any common stock or other securities of the Issuer.