UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Preferred Stock | Â (4) | Â (4) | Common Stock | 120,000,000 (4) | $ (4) | I | See footnote (1) (2) (3) |
Series A-1 Preferred Stock | Â (5) | Â (5) | Common Stock | 31,375,000 (5) | $ (5) | I | See footnote (1) (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ervington Investments Ltd CHRYSANTHOU MYLONA 3 LIMASSOL, G4 3030 |
 |  X |  |  |
Harmony Trust Settlement CHRYSANTHOU MYLONA 3 LIMASSOL, G4 3030 |
 |  X |  |  |
NORMA INVESTMENTS Ltd WICKHAM'S CAY II, COASTAL BUILDING, ROAD TOWN TORTOLA, D8 0000 |
 |  X |  |  |
Ervington Investments Limited, /s/ Maria Damianou, Director | 05/10/2016 | |
**Signature of Reporting Person | Date | |
Harmony Trust Settlement, By: A. Corp - Trustee Limited, Trustee, /s/ Dimitris Ioannidis, Director | 05/10/2016 | |
**Signature of Reporting Person | Date | |
Norma Investments Limited, By: Thackeray Investments Limited, /s/ Chrystalla Komodromou Stylla, Director | 05/10/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | This Form 3 is being amended to disclose that Ervington Investments Ltd ("Ervington"), the direct owner of the securities included in this report, has been sold to Norma Investments Limited ("Norma"). As a result, Ervington remains the direct owner of the securities included in this report; however, Ervington is now wholly owned by Norma and not Greenleas International Holdings Ltd ("Greenleas") as previously reported. Norma is wholly owned by Harmony Trust Settlement ("Harmony Trust"). |
(2) | Each of Ervington, Norma and Harmony Trust, through the ownership described herein, may be deemed to beneficially own the shares held by Ervington. In addition, Greenleas is no longer deemed to beneficially own the shares held by Ervington. Each of Norma and Harmony Trust disclaims beneficial ownership of the reported securities except to the extent of the pecuniary interest, if any, therein and this report shall not be deemed an admission that either Norma or Harmony Trust is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(3) | The shares of common stock (the "Common Stock") of Propell Technologies Group, Inc., the shares of Series C Preferred Stock and shares of Series A-1 Preferred Stock reported in this report were acquired in a private placement transaction for aggregate proceeds of $9,750,000. |
(4) | The Series C Preferred Stock have no expiration date and each share of Series C Preferred Stock is convertible at any time at the option of the holder into 26.67 shares of Common Stock. As a result, the 4,500,000 shares of Series C Preferred Stock reported herein are convertible into an aggregate of 120,000,000 shares of Common Stock. |
(5) | The Series A-1 Preferred Stock has no expiration date and each share of Series A-1 Preferred Stock is convertible at any time at the option of the holder into ten (10) shares of Common Stock. As a result, the 3,137,500 shares of Series A-1 Preferred Stock reported herein are convertible into an aggregate of 31,375,000 shares of Common Stock. |