SEC Form 4 · accession 0001437749-17-008044
BIOLARGO, INC. · BLGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Dennis P Calvert
Officer — President · Director
Period of report
May 2, 2017
Accepted (ET)
May 4, 2017 · 6:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000880242
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 2, 2017 | A | 1,500,000 | $0.45 | A | 8,507,528 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Common StockF5,F6,F4 | $0.45 | May 2, 2017 | A | 3,731,322 | A | May 2, 2018 | May 2, 2027 | Common Stock | 3,731,322 | 4,883,296 | D |
Explanation of responses
- F1The shares issued are unvested as set forth in a Lock-Up Agreement dated May 2, 2017 (filed as Exhibit 10.3 to the Form 8-K filed by Issuer May 4, 2017).
- F2These shares were issued to reporting person as consideration for services to be provided pursuant to an employment agreement with Issuer dated May 2, 2017. The Price indicated reflects the closing price of Issuer's common stock as of the date of issuance.
- F3Includes 1,528,695 shares beneficially owned indirectly by Reporting Person through ownership of New Millennium Capital Partners LLC; includes 385,000 shares beneficially owned indirectly by Reporting person as trustee for a special needs trust for the benefit of his daughter.
- F4The option shares vest equally in five increments at each anniversary of the grant date, so long as Reporting Person's employment agreement with Issuer dated May 2, 2017 is not terminated.
- F5The option was awarded to Reporting Person as consideration for services to be provided pursuant to an employment agreement with Issuer dated May 2, 2017.
- F6Includes an option to purchase 691,974 shares beneficially owned indirectly by Reporting Person through ownership of New Millennium Capital Partners LLC.