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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 | |
Graham Gary John 6400 S. FIDDLERS GREEN CIRCLE, SUITE 525 GREENWOOD VILLAGE,, CO 80111 |
X | X |
/s/ Gary J. Graham | 06/22/2020 | |
**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) | On June 5, 2020, SOBR Safe, Inc. (fka TransBiotec, Inc.) closed the transaction (the "Transaction") that was the subject of that certain Asset Purchase Agreement dated May 6, 2019 (and Amendment No. 1 dated March 9, 2020, together the "APA") with IDTEC, LLC ("IDTEC"). As a result of closing the Transaction, the irrevocable proxies for an aggregate of 112,908,180 shares of the Issuer's common stock equaling approximately 52.6% of the Issuer's outstanding voting rights previously granted to the Reporting Person terminated. The Reporting Person had no pecuniary interest in the shares underlying the proxies. The proxies had been granted for the limited purpose of approving all transactions related to the APA. The Reporting Person disclaimed beneficial ownership of those shares for the purposes of Section 16 of the Act and the filing of this Form 4/A shall not be an admission that the Reporting Person was the beneficial owner of such shares. |
(2) | On June 5, 2020, SOBR Safe, Inc. closed the Transaction that was the subject of the APA with IDTEC. As a result of closing the Transaction, the irrevocable proxies that the Reporting Person had received from the same shareholders referenced in footnote 1 on February 15, 2020, for 24,353,116 shares terminated. The Reporting Person had no pecuniary interest in the shares underlying the proxies. The proxies had been granted for the limited purpose of approving all transactions related to the APA. The Reporting Person disclaimed beneficial ownership of those shares for the purposes of Section 16 of the Act and the filing of this Form 4/A shall not be an admission that the Reporting Person was the beneficial owner of such shares. |