|
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (right to buy) | $ 2.35 | 05/14/2018 | A | 65,000 | (1) | 05/14/2025 | Common Stock | 260,000 (2) | $ 0 | 65,000 (3) | D | ||||
| Stock Options (right to buy) | $ 1.51 | 01/15/2016 | A | 104,500 | (4) | 01/15/2023 | Common Stock | 104,500 (4) | $ 0 | 62,700 (7) | D | ||||
| Stock Options (right to buy) | $ 2.5 | 08/26/2016 | A | 27,210 | (5) | 08/26/2023 | Common Stock | 27,210 (5) | $ 0 | 27,210 (6) | D | ||||
| Stock Options (right to buy) | $ 4.4 | 02/10/2017 | A | 74,575 (8) | (8) | 02/10/2027 | Common Stock | 74,575 (8) | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Davidai Eli EROU LANCU NICOLAE, NR 43P PIPERA, S5 077191 |
X | |||
| /s/ Elyakim Davidai | 06/15/2018 | |
| **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) | Twenty-five percent (25%) of the Stock Options granted shall vest upon the date of grant and each anniversary of the date of grant until the Stock Options have vested in full. The Options shall expire on May 14, 2025 the seventh anniversary of the date of grant. As of the date of grant on May 14, 2018, 65,000 options for shares of common stock were fully vested and exercisable. |
| (2) | On May 14, 2018 Mr. Davidai was granted 260,000 shares of stock options where twenty-five percent (25%) of the Stock Options granted shall vest upon the date of grant and each anniversary of the date of grant until the Stock Options have vested in full. The Options shall expire on May 14, 2025 the seventh anniversary of the date of grant. As of May 14, 2018, the date of grant, 65,000 options for shares of common stock were fully vested and exercisable. |
| (3) | The Reporting Person is voluntarily early reporting beneficial ownership of the 260,000 Stock Options and only 25% or 65,000 stock options are vested on the date of grant and 75% will vest equally over the next three years on the anniversary date of the date of grant until the Stock Options have vested in full. |
| (4) | Twenty percent (20%) of the Stock Options granted vested upon the date of grant and each anniversary of the date of grant until the Stock Options have vested in full. The Options shall expire on January 15, 2023 the fifth anniversary of the date of grant. As of the date of this filing, 62,700 options for shares of common stock were fully vested and exercisable. |
| (5) | The entire 27,210 of Stock Options granted on August 26, 2016 were fully vested on the date of grant. The Stock Options will expire on August 26,2023. |
| (6) | The Reporting Person is voluntarily early reporting beneficial ownership of the 27,210 Stock Options vested on the date of grant. |
| (7) | The Reporting Person is voluntarily early reporting beneficial ownership of the 104,500 Stock Options and 60% or 62,700 of stock options have vested since the date of grant and 40% 0r 41,800 remain unvested. The stock options expire on January 15, 2023. |
| (8) | On February 10, 2017 Mr. Davidai was granted 74,575 shares of stock options that will vest on December 31, 2018. The stock options will expire on February 10, 2027. |
| (9) | The shares were purchased by Zori Investment Limited ("Zori"), a company controlled by the reporting person, pursuant to the terms and conditions of the Rights Offering Backstop Agreement (the "Backstop Agreement"), in the form of Exhibit 10.1 filed on January 11, 2018 with the U.S. Securities & Exchange Commission under Form S-1/A of the Issuer, Registration Statement 333-221967. The Backstop Agreement was executed by the reporting person on behalf of Zori on February 6, 2018. The issuer determined on February 24, 2018 to call for the purchase by Zori of 125,000 shares of Common Stock (the "Backstop Shares") at the purchase price of $2.00 per share, in accordance with the terms and conditions of the Backstop Agreement. All such Backstop Shares were duly purchased and issued by the Company to Zori on February 28, 2018. |
| Remarks: On June 5, 2018, the Board of Directors of ARC Group Worldwide, Inc. appointed Elyakim Davidai to the Board. | |