SEC Form 4 · accession 0001144204-15-050290
ACORN ENERGY, INC. · ACFN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jan H Loeb
Director
Period of report
Aug 13, 2015
Accepted (ET)
Aug 17, 2015 · 8:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000880984
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 13, 2015 | P$0 | 850,000 | — | A | 850,000 | 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 OptionsF3,F4,F5 | $0.20 | Aug 13, 2015 | A | 25,000 | A | — | Aug 13, 2022 | Common Stock | 25,000 | 25,000 | D |
| Vested Share RightsF6,F8,F1,F7 | — | Aug 13, 2015 | P | 2,150,004 | A | — | — | Common Stock | 2,150,004 | 2,150,004 | I |
Explanation of responses
- F1Granted pursuant to a Loan and Security Agreement, dated August 13, 2015, under which the Issuer borrowed $2,000,000 (the "Loan") from Leap Tide Capital Partners III, LLC ("Leap Tide").
- F2The shares are held by Leap Tide Capital Partners III, LLC. Mr. Loeb is the sole manager of Leap Tide Capital Partners III, LLC, with sole voting and dispositive power over the shares. Mr. Loeb disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
- F3Awarded upon Mr. Loeb's appointment as Director on the terms set forth for initial grants to new directors pursuant to the Issuer's Amended 2006 Stock Option Plan For Non-Employee Directors. Reservation of the shares issuable upon exercise of the options will be made when the Issuer has sufficient authorized but unissued shares to cover such issuance.
- F4One-third of the options vest and become exercisable on each of the first, second and third anniversaries of the grant date.
- F5The options expire on the earlier of (a) August 13, 2022 or (b) 18 months from the date Mr. Loeb ceases to be a director, officer employee or consultant.
- F6179,167 Vested Share Rights shall vest on the 13th day of each month for each full month through August 13, 2016 (the "Maturity Date") that the entire principal amount of the Loan remains outstanding. The number of Vested Share Rights shall be prorated to the extent less than the full principal amount is outstanding and/or for any partial month in which no principal amount is outstanding. Each Vested Share Right represents a right to receive one share of Issuer's Common Stock after the expiration of the Cash Settlement Period (defined below).
- F7The Issuer shall have the right to settle the Vested Share Rights in cash at $0.30 per Vested Share Right at any time and from time to time on or prior to the Maturity Date or 30 days after the earlier acceleration or repayment of the Loan (the "Cash Settlement Period"). The Issuer's rights during the Cash Settlement Period are subject to Leap Tide's right to put the Vested Share Rights to the Issuer at $0.40 per Vested Share Right if the Issuer fails to amend its certificate of incorporation by March 31, 2016 to authorize a number of shares of Common Stock sufficient to cover the maximum number of Vested Share Rights that would accrue through the Maturity Date.
- F8The Vested Share Rights will be held by Leap Tide Capital Partners III, LLC. Mr. Loeb is the sole manager of Leap Tide Capital Partners III, LLC. Mr. Loeb disclaims beneficial ownership of the Vested Share Rights except to the extent of his pecuniary interest therein.