SEC Form 4 · accession 0001493152-18-014615
PEN INC. · PENC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard G Westerman Jr.
Director
Period of report
Oct 16, 2018
Accepted (ET)
Oct 18, 2018 · 9:08 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000891417
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Oct 16, 2018 | J | 4,000 | $0.50 | A | 43,889 | D | |
| Class A Common StockF2 | Oct 16, 2018 | P | 33,898 | $0.50 | A | 77,787 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionF2 | $1.00 | Oct 16, 2018 | P | 33,898 | A | Oct 6, 2018 | Jun 30, 2019 | Class A common stock | 33,898 | 34,957 | I |
| WarrantF2,F3 | $1.50 | Oct 16, 2018 | P | 33,898 | A | Oct 16, 2018 | Oct 16, 2022 | Class A common stock | 33,898 | 68,855 | I |
| Warrant OptionF2,F4 | $2.00 | Oct 16, 2018 | P | 33,898 | A | — | — | Class A common stock | 33,898 | 102,753 | I |
Explanation of responses
- F1Shares acquired directly were awarded as compensation for service as a director of PEN Inc.
- F2Shares acquired indirectly and derivative securities acquired were purchased by a family investment entity that purchased an interest in an entity that acquired the issuer's securities in a private placement. Reporting person has voting control over the family investment entity but reporting person disclaims beneficial ownership of the securities held by the partnership for which he does not have pecuniary interest and this filing should not be construed as an admission that the reporting person is the beneficial owner of these securities.
- F3Warrant will expire on the earlier of this date or the date that the Class A common stock has been trading at or above 120% of the exercise price for a period of 90 days.
- F4Warrant Option is priced at $0.03 per warrant and can only be purchased after exercise of Option and only for that number of shares purchased as a result of option exercise. If exercised, warrant issued on exercise of Warrant Option will have warrant exercise price of $2.00 per share and will expire on the earlier of 4 days from date of issue or date that the Class A common stock has been trading at or above 120% of the exercise price for a period of 90 days.