SEC Form 4 · accession 0001437749-18-021729
CLEARONE INC · CLRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
E Bryan Bagley
10% Owner
Period of report
Dec 4, 2018
Accepted (ET)
Dec 7, 2018 · 11:59 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000840715
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 4, 2018 | X | 70,403 | $1.20 | A | 109,176 | D | |
| Common StockF1,F2 | Dec 4, 2018 | X | 977,326 | $1.20 | A | 1,581,412 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription RightsF3 | $1.20 | Dec 4, 2018 | X | 70,403 | D | — | — | Common Stock | 70,403 | 0 | D |
| Subscription RightsF4,F3 | $1.20 | Dec 4, 2018 | X | 977,326 | D | — | — | Common Stock | 977,326 | 0 | I |
Explanation of responses
- F1Consists of 7,262 shares of common stock acquired by Mr. Bagley's children, 606,905 shares of common stock that Mr. Bagley is deemed to have acquired because they are acquired by revocable trusts for which he acts as a co-trustee with his wife, and 363,158.50 shares that Mr. Bagley is deemed to have indirectly acquired because he has a pecuniary interest in that number of shares that were acquired by an irrevocable trust for which Mr. Bagley acts a co-trustee.
- F2Mr. Bagley's indirect ownership consists of 11,262 shares of common stock owned by Mr. Bagley's children, 1,006,991 shares of common stock that Mr. Bagley is deemed to indirectly own because they are in revocable trusts for which he acts as a co-trustee with his wife, and 563,158.50 shares that Mr. Bagley is deemed to indirectly own because he has a pecuniary interest in that number of shares that are held in a irrevocable trust for which Mr. Bagley acts a co-trustee.
- F3The subscription rights were exercisable through November 28, 2018 subject to acceptance by the issuer. The issuer accepted all validly tendered subscription rights on December 4, 2018
- F4Consists of 7,262 subscription rights exercised by Mr. Bagley's children, 606,905 subscription rights that Mr. Bagley is deemed to have exercised because they were exercised by revocable trusts for which he acts as a co-trustee with his wife, and 363,158.50 subscription rights that Mr. Bagley is deemed to have indirectly exercised because he has a pecuniary interest in that number of subscription rights that were exercised by an irrevocable trust for which Mr. Bagley acts a co-trustee.