SEC Form 4 · accession 0001354488-16-007028
Meridian Waste Solutions, Inc. · MRDN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Scott Cosman
Officer — CEO, President, Chairman · Director · 10% Owner
Period of report
Apr 13, 2016
Accepted (ET)
Apr 15, 2016 · 8:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000949721
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.025 per shareF2 | Apr 13, 2016 | J | 25,000 | $0.00 | D | 11,361,652 | D | |
| Series A Preferred Stock, par value $0.001 per shareF3 | holding | — | — | — | 51 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonqualified OptionsF4 | $1.71 | Apr 16, 2016 | J | 75,000 | D | — | Mar 10, 2021 | Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1Pursuant to that certain First Amendment to Director Agreement between Mr. Cosman and the Issuer dated April 13, 2016, Mr. Cosman has agreed to the cancellation of all equity previously granted to him pursuant to that certain Director Agreement between Mr. Cosman and the Issuer dated March 11, 2016.
- F2This amount is comprised of (i) 8,038,843 shares of common stock owned directly by Mr. Cosman and (ii) 3,322,809 shares of common stock owned by Here to Serve Holding Corp., a company for which Mr. Cosman is the Chief Executive Officer and sole director, and accordingly, has sole voting and dispositive power. This amount does not include 4,253,074 shares of restricted stock that has not yet vested.
- F3Each one (1) share of Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the ?Numerator?), divided by (y) 0.49, minus (z) the Numerator.
- F4Such options were to vest quarterly over the three-year period beginning on March 11, 2016, exercisable for a period of five years.