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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, 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. | |||
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 | |
Cosman Jeffrey Scott ONE GLENLAKE PARKWAY NE SUITE 900 ATLANTA, GA 30328 |
X | X | CEO, Chairman |
/s/ Jeffrey Cosman | 04/25/2017 | |
**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) | Effective April 21, 2017, the Issuer entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Mobile Science Technologies, Inc. ("MSTI"), pursuant to which the Issuer issued 1,083,017 shares of the Issuer's common stock to the shareholders of MSTI in exchange for 28,333,333 shares of MSTI, based on a valuation of $2.90 per share of the Issuer. Included in the stockholders of MSTI were JS Cosman Enterprises, LLC, a limited liability company in which the Reporting Person is the Manager; Peanut Lacrosse, LLC, a limited liability company in which the Reporting Person is the Manager; Bo Hungry, LLC, a limited liability company in which the Reporting Person is the Manager; and Poots Beast Mode, LLC, a limited liability company in which the Reporting Person is the Manager. |
(2) | Pursuant to the Share Exchange, based on respective ownership percentages in MSTI, JS Cosman Enterprises, LLC received at closing 5,000 shares of Issuer's common stock and each of Peanut Lacrosse, LLC, Bo Hungry, LLC and Poots Beast Mode, LLC received 5,000 shares of Issuer's common stock. Upon MSTI, as a wholly-owned subsidiary of the Issuer, reaching certain milestones, as set forth in the Share Exchange Agreement, or, upon the one year anniversary of the Share Exchange Agreement if such milestones have not been met, based on their respective ownership percentages in MSTI, JS Cosman Enterprises, LLC will receive 244,697 shares of Issuer's common stock and each of Peanut Lacrosse, LLC, Bo Hungry, LLC and Poots Beast Mode, LLC will receive 144,818 shares of Issuer's common stock. |