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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 | ||||||||
Series A-1 Convertible Preferred Stock | $ 0 (3) | 12/12/2019 | P | 1,000,000 | 12/12/2019 | 12/22/2029(4) | Common Stock | 1,000,000 | $ 1,000,000 | 1,000,000 | I | SOBR SAFE, LLC |
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 |
/s/ Gary Graham | 02/15/2020 | |
**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 December 12, 2019, the Reporting Person received irrevocable proxies from five (5) shareholders of the Issuer 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. The proxies are for the limited purpose of approving all transactions related to the Asset Purchase Agreement entered into by and between the Issuer and IDTEC dated May 6, 2019, as amended. As a result of receiving these proxies the Reporting Person may be deemed to beneficially own, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), in excess of 10% of the outstanding common stock of the Issuer. The Reporting Person disclaims beneficial ownership of these shares for the purposes of Section 16 of the Act and the filing of this Form 4 shall not be an admission that the Reporting Person is the beneficial owner of such shares. |
(2) | On February 15, 2020, the Reporting Person received an additional irrevocable proxy from one of the same shareholders for an aggregate of 24,353,116 additional shares of the Issuer's common stock in accordance with the same terms and disclaimer set forth in footnote (1) above. |
(3) | The Issuer's 8% Series A-1 Convertible Preferred Stock is convertible into shares of the Issuer's common stock at the rate of $1 per share (which is the per share purchase price the Reporting Person paid for the 8% Series A-1 Convertible Preferred Stock). |
(4) | The shares of 8% Series A-1 Convertible Preferred Stock do not expire. |