SEC Form 4 · accession 0001493152-19-001309
PEN INC. · PENC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tom J. Berman
Officer — President · Director
Period of report
Jan 31, 2019
Accepted (ET)
Feb 4, 2019 · 4:01 pm EST
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 | Jan 31, 2019 | P | 47,120 | $0.40 | A | 47,120 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1,F2 | $1.50 | Jan 31, 2019 | P | 47,120 | A | Jan 31, 2019 | — | Class A common stock | 47,120 | 47,120 | I |
| OptionsF1 | $1.00 | Jan 31, 2019 | P | 29,615 | A | Jan 31, 2019 | Jun 30, 2019 | Class A common stock | 29,615 | 29,615 | I |
| Warrant OptionsF1,F3 | $0.03 | Jan 31, 2019 | P | 29,615 | A | Jan 31, 2019 | — | Class A common stock | 29,615 | 29,615 | I |
Explanation of responses
- F1Shares acquired indirectly and derivative securities acquired indirectly were purchased indirectly through the purchase of an interest in an investing entity that acquired the issuer's securities in a private placement. Reporting person shares voting control over the securities held by the investing entity but reporting person disclaims beneficial ownership of the securities held by the entity 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.
- F2Some warrants will expire on the earlier of October 16, 2022 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, the rest will expire on the earlier of 1/31/2023 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.
- F3Warrant Option 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 October 16, 2022 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.