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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Williams Gregg 12744 SAN FERNANDO ROAD SUITE 400 SYLMAR, CA 91342 |
X | X |
/s/ John T. Blake, Attorney-in-fact | 08/16/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Sam B Williams 95 GST Trust ("GST") acquired 2,840 shares of common stock on August 14, 2018 and 7,938 shares on August 15, 2018. The Gregg G. Williams 2006 Trust ("GW Trust") acquired 2,840 shares of common stock on August 14, 2018 and 7,937 shares on August 15, 2018. Purchases were made pursuant to 10b5-1 plan dated June 14, 2018. Mr. Williams is a trustee of both trusts. |
(2) | Represents the weighted average price for the shares. The shares were purchased at prices ranging from $1.52 per share to $1.58 per share. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price. |
(3) | Sam B Williams 95 GST Trust ("GST") acquired 1,612,903 shares of common stock and the Gregg G. Williams 2006 Trust ("GW") acquired 1,612,904 shares of common stock both in a private placement pursuant to a Securities Purchase Agreement ("SPA") on August 14, 2018 from the issuer at a purchase price of $1.55 per share, the last reported sale price by Nasdaq on August 14, 2018. Mr. Williams is a trustee of GST and GW. |
(4) | Represents the weighted average price for the shares. The shares were purchased at prices ranging from $1.51 per share to $1.57 per share. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price. |
(5) | After giving effect to the transactions reported on this Form 4, shares beneficially owned by Mr. Williams include (i) 17,340,965 shares of common stock and warrants to purchase 6,802,721 shares of common stock owned by GW Trust, (ii) 1,484,254 shares of common stock owned by Williams International Co. LLC, whose manager is Mr. Williams, (iii) 4,358,082 shares of common stock owned by Sam Williams Family Investments LLC, whose manager is Mr. Williams, and (iv) 6,783,900 shares of common stock owned by GST. |