SEC Form 4 · accession 0001213900-18-006166
COATES INTERNATIONAL LTD · COTE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George J. Coates
Officer — President and CEO · Director · 10% Owner
Period of report
May 15, 2018
Accepted (ET)
May 15, 2018 · 7:46 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000948426
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1 | May 15, 2018 | A | 12,019 | $0.00 | A | 15,620 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF3,F2 | $0.00 | May 15, 2018 | A | 92,274 | A | May 15, 2020 | — | Common Stock | 92,274,000 | 352,294 | D |
Explanation of responses
- F1Each issuance of new shares of common stock dilutes the voting rights percentage of George J. Coates. The board of directors has adopted a resolution authorizing the issuance of shares of Series A Preferred Stock from time-to-time , on an ongoing basis as needed, to restore his voting rights percentage to 85.7%..
- F2There is no expiration date.
- F3Each share of Series B entitles the holder to 1,000 votes at any meeting where corporate matters are brought before the shareholders for a vote. The Series B is restricted, unregistered stock which is not convertible until the second annual anniversary after the date of issue, after which each share is freely convertible into 1,000 restricted, unregistered shares of common stock. In the event of a sale or change of control of the Corporation, the Series B shall become immediately convertible. The anti-dilution award of Series B Convertible Preferred Stock to Mr. Coates was determined to be the number of shares of Series B required to restore Mr. Coates' ownership percentage of outstanding common stock on a pro forma basis to 80.1%, assuming all of the Series B shares were converted into common stock.