SEC Form 4 · accession 0001575705-18-000016

TEL INSTRUMENT ELECTRONICS CORP · TIK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Vincent J. Dowling Jr.

10% Owner

Period of report

Feb 1, 2018

Accepted (ET)

Feb 5, 2018 · 11:04 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000096885

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.10 per share^F6	Feb 1, 2018	P	2,400	$2.7458	A	3,300	I	As Custodian - See footnote
Common Stock, par value $0.10 per share^F1,F2	Feb 1, 2018	P	4,583	$2.7458	A	339,983	I	See footnotes
Common Stock, par value $0.10 per share^F1,F2	Feb 2, 2018	P	3,205	$2.6894	A	343,188	I	See footnotes
Common Stock, par value $0.10 per share^F1,F2	holding	—	—		—	343,188	I	See footnotes
Common Stock, par value $0.10 per share	holding	—	—		—	3,300	I	See footnote 6

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock^F3,F5,F4	—	Nov 13, 2017	P	333,333	A	—	—	Common Stock	400,000	333,333	I
Common Stock Warrant^F5	$3.35	holding	—	—	—	Jul 26, 2012	Sep 10, 2019	Common Stock	50,000	50,000	I

Explanation of responses

F1These shares of common stock are held by IRA FBO Vincent J. Dowling, Jr. Pershing LLC as Custodian Roth Conversion Account. Mr. Dowling has sole beneficial ownership of such shares.
F275,288 shares of common stock are held by IRA FBO Vincent J. Dowling, Jr. Pershing LLC as Custodian Roth Conversion Account. Mr. Dowling has sole beneficial ownership of such shares. 67,900 shares are held by Trust Agreement of Dowling 2009 Statutory Trust UAD 12/10/09 People's United Bank TTEE FBO Vincent J. Dowling, Jr. Mr. Dowling has sole beneficial ownership of such shares. 200,000 shares and warrants are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares.
F3The Designations provide that the Series A Convertible Preferred Stock is convertible into shares of common stock at a price of $3.00 per share, subject to an initial maximum conversion amount and contingent upon post-closing approval by the Issuer's shareholders in accordance with applicable stock exchange rules. At the Issuer's annual meeting in January 2018, the shareholders will vote to approve (i) an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 4,000,000 shares to 6,000,000 shares and (ii) the increase of the maximum amount of shares of common stock into which the Series A Convertible Preferred Stock can be converted from 600,000 shares to 1,000,000 shares.
F4The Series A Convertible Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Amendment to Certificate of Incorporation filed by the Issuer with the Secretary of State of the State of New Jersey on November 8, 2017 (the "Designations"). Subject to the Designations, the Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date.
F5The shares of Series A Convertible Preferred Stock and warrants are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares.
F63,300 shares of common stock are held in Uniform Gift to Minors Act custodial accounts for the benefit of Vincent J. Dowling Jr.'s niece (700 shares) and two nephews (1,300 shares each), and for which Mr. Dowling is the Custodian.