SEC Form 4 · accession 0001547522-17-000010
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
Jan 27, 2017
Accepted (ET)
Jan 31, 2017 · 10:04 am EST
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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jan 27, 2017 | D | 359,139,789 | $0.00 | D | 579,912,070 | D | |
| Series A Preferred StockF3 | Jan 27, 2017 | A | 670,219 | $0.00 | A | 720,219 | 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 StockF4,F5 | $0.00 | Jan 27, 2017 | D | 900,000 | D | Jan 19, 2019 | — | Common Stock | 900,000,000 | 16,352,535 | D |
| Series B Convertible Preferred StockF6 | $0.00 | Jan 27, 2017 | D | 256,015 | D | Jan 19, 2019 | — | Common Stock | 256,015,000 | 16,096,520 | D |
| Series B Convertible Preferred StockF7 | $0.00 | Jan 27, 2017 | D | 297,519 | D | Dec 29, 2018 | — | Common Stock | 297,519,000 | 15,799,001 | D |
| Series B Convertible Preferred StockF8 | $0.00 | Jan 27, 2017 | D | 63,217 | D | Dec 8, 2018 | — | Common Stock | 63,217,000 | 15,735,784 | D |
| Series B Convertible Preferred StockF9 | $0.00 | Jan 27, 2017 | D | 439,083 | D | Dec 1, 2018 | — | Common Stock | 439,083,000 | 15,296,701 | D |
| Series B Convertible Preferred StockF10 | $0.00 | Jan 27, 2017 | D | 585,252 | D | Oct 31, 2018 | — | Common Stock | 585,252,000 | 14,711,449 | D |
Explanation of responses
- F1On January 27, 2017, upon approval of the Company?s board of directors, George J. Coates and the Company mutually agreed to rescind three transactions during the year ended December 31, 2016, pursuant to which an aggregate of $314,751.62 of accrued interest on 17% promissory notes due to Mr. Coates were converted into common stock at an average price per share of $0.0008764. The effective date of the rescission was December 31, 2016. As a result of these rescissions, an aggregate of 359,139,789 shares of common stock held by Mr. Coates were canceled and restored to authorized, unissued stock and $314,751.62 of accrued interest was reinstated as a currently liability on the books of the Company as of December 31, 2016.
- F10There is no expiration date.
- F2The average price per share of common stock rescinded was $0.0008764.
- F3In connection with the rescission of the conversion of accrued interest due to Mr. Coates, 359,139,789 shares of common stock and 2,541,086 shares of Series B Convertible Preferred Stock held by George J. Coates were canceled. In order to maintain his percentage of all eligible votes on matters brought for a vote to the common stock shareholders at 85.76%, 670,219 shares of Series A Preferred Stock were issued to Mr. Coates on January 27, 2017. Each share of Series A Preferred Stock entitles the holder to 10,000 eligible votes.
- F4The cancellation of 359,139,789 shares of common stock held by Mr. Coates as a result of the rescission of the conversion of accrued interest due to Mr. Coates, reduces his percentage ownership of common stock outstanding. As a result, it is also necessary to cancel 2,541,086 shares of Series B Convertible Preferred Stock held by Mr. Coates in order to properly adjust his anti-dilution shares, based on his adjusted, reduced common stock ownership percentage. The cancellation of these 2,541,086 shares of Series B Convertible Preferred Stock is being reported on six rows under this Table II in order to present all the details. This note is provided to properly explain the nature of this transaction and, accordingly, is applicable to all six rows presented.
- F5There is no expiration date.
- F6There is no expiration date.
- F7There is no expiration date.
- F8There is no expiration date.
- F9There is no expiration date.