SEC Form 4 · accession 0001547522-17-000063
COATES INTERNATIONAL LTD · COTE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry C Kaye
Officer — Treasurer and CFO · Director
Period of report
May 12, 2017
Accepted (ET)
May 15, 2017 · 10:59 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000948426
Table I — non-derivative securities
No Table I lines on this filing.
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 StockF1,F3,F2 | $0.00 | May 12, 2017 | A | 15,987 | A | May 12, 2019 | — | Common Stock | 15,987,000 | 126,914 | D |
Explanation of responses
- F1The anti-dilution award to Mr. Kaye was determined to be the number of shares of Series B required to maintain his ownership percentage of common stock at 0.0478% of the pro forma number of shares of common stock outstanding, assuming all shares of Series B Convertible Preferred Stock are converted to common stock. This was his weighted average percentage ownership of common stock purchased, based on the number of shares of common stock outstanding on each date he acquired additional shares of common stock. The number of such shares issued was based on this program. This anti-dilution program does not apply to exercises of employee stock options and common stock issued pursuant to a secondary public offering of common stock
- 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 Convertible Preferred Stock 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.