SEC Form 4 · accession 0001213900-18-009925
DEEP WELL OIL & GAS INC · DWOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Curtis J Sparrow
Officer — CFO and Secretary · Director
Period of report
Jun 8, 2018
Accepted (ET)
Jul 31, 2018 · 10:52 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000869495
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF4,F3 | Jun 8, 2018 | M | 300,000 | $0.05 | A | 1,450,000 | I | See footnote |
| Common SharesF4,F3 | Jun 8, 2018 | F | 214,286 | $0.07 | D | 1,235,174 | I | See footnote |
| Common SharesF5,F3 | Jun 8, 2018 | M | 500,000 | $0.05 | A | 1,735,714 | I | See footnote |
| Common SharesF5,F6,F3 | Jun 8, 2018 | F | 357,143 | $0.07 | D | 1,378,571 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to acquire)F4,F1 | $0.05 | Jun 8, 2018 | M | 300,000 | D | — | Jun 20, 2018 | Common Stock | 300,000 | 0 | D |
| Stock Option (right to acquire)F7 | $0.38 | Sep 19, 2014 | J | 0 | A | — | Sep 19, 2019 | Common Stock | 600,000 | 600,000 | D |
| Stock Option (right to acquire)F5,F3,F2 | $0.05 | Jun 8, 2018 | M | 500,000 | D | — | Jun 20, 2018 | Common Stock | 500,000 | 0 | I |
| Stock Option (right to acquire)F8,F3 | $0.38 | Sep 19, 2014 | J | 0 | A | — | Sep 19, 2019 | Common Stock | 1,200,000 | 1,200,000 | I |
Explanation of responses
- F1On June 20, 2013, Deep Well Oil & Gas, Inc. (the "Issuer") granted non-qualified stock options to the reporting person to purchase up to 450,000 shares of common stock at an exercise price of $0.05 per common share, 150,000 vesting immediately and the remaining vesting one-third on June 20, 2014, and one-third on June 20, 2015, with an expiration date of June 20, 2018. In August of 2013, the reporting person exercised a portion of the June 20, 2016 non-qualified stock options for 150,000 shares of the Issuer's common stock, which such transaction was previously reported on Form 4.
- F2On June 20, 2013, the Issuer. granted the reporting persons consulting company, Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting, non-qualified stock options to purchase up to 1,000,000 shares of common stock at an exercise price of $0.05 per share of common share, with one-half vesting immediately and one-half vesting on June 20, 2014, with an expiration date of June 20, 2018. In August of 2013, the reporting persons consulting company, Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting, exercised a portion of the June 20, 2016 non-qualified stock options for 500,000 shares of the issuer's common stock, which such transaction was previously reported on Form 4.
- F3Concorde Consulting, is a company owned 100% by Mr. Curtis Sparrow, providing consulting services as Chief Financial Officer and Secretary.
- F4The transactions reported, in the above Table I rows 1 and 2 and Table II row 1, reflect the cashless exercise of the reporting persons stock options. As of June 10, 2018, the reporting person exercised 300,000 of the remaining non-qualified stock options issued on June 20, 2013 of which 214,286 common shares were withheld by the Issuer at the market price of $0.07 per common share to fund the cashless exercise. 85,714 common shares of the Issuer's common stock were issued to the reporting person as a result of this cashless exercise, of which common shares were transferred into the reporting person company, Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting. Where the number of common shares deducted for the cashless exercise is a fraction, the number has been rounded to the nearest whole number of common shares. The cashless exercise was approved by the Board of the Issuer and a majority of shareholders under the Issuer's stock option plan as amended.
- F5The transactions reported, in the above Table I rows 3 and 4 and Table II row 3, reflect the cashless exercise of Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting's stock options. As of June 10, 2018, Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting exercised 500,000 of the remaining non-qualified stock options issued on June 20, 2013 of which 357,143 common shares were withheld by the Issuer at the market price of $0.07 per common share to fund the cashless exercise. 142,857 common shares of the Issuer's common stock were issued to Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting as a result of this cashless exercise. Where the number of common shares deducted for the cashless exercise is a fraction, the number has been rounded to the nearest whole number of common shares. The cashless exercise was approved by the Board of the Issuer and a majority of shareholders under the Issuer's stock option plan as amended.
- F6The total number of non-derivative securities Directly and Indirectly owned by the reporting person after the transactions reported in Table I above is 1,978,571 common shares, of which 600,000 commons shares are owned Directly by the reporting person, 1,378,571 commons shares are owned Indirectly by the Issuer's company, Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting.
- F7On September 19, 2014, the Issuer's Board granted the reporting person, options to purchase 600,000 shares of common stock at an exercise price of $0.38 per common share, with one-third vesting immediately, one-third vesting on September 19, 2015, and one-third vesting on September 19, 2016, with a five-year life from the original grant date. The reporting person has not exercised any of these Directly owned outstanding options. These options were previously disclosed on Form 4 and are again being disclosed in Table II row 2 of this Form 4.
- F8On September 19, 2014, the Issuer's Board granted Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting, options to purchase 1,200,000 shares of common stock at an exercise price of $0.38 per common share, with one-half vesting immediately and one-half vesting on September 19, 2015, with a five-year life from the original grant date. The Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting has not exercised any of these Indirectly owned outstanding options. These options were previously disclosed on Form 4 and are again being disclosed in Table II row 4 of this Form 4.