SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol FINDEX COM INC [ FIND ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/06/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 19,559,061 | D | ||||||||
Common Stock | 4,381,787 | I | By Spouse | |||||||
Common Stock | 57,458,335 | I | By August Center Street Holdings |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Series RX-3 Preferred Stock Purchase Warrant(1)(2) | (1)(2) | 06/06/2019 | J(1)(2) | V | 211,733(1)(2) | (1)(2) | 12/31/2029(1)(2) | Common Stock(1)(2) | 211,733,000(1)(2) | (1)(2) | 211,733,000(1)(2)(5)(6) | D | |||
Series RX-3 Preferred Stock Purchase Warrant(3)(4) | (3)(4) | 06/06/2019 | J(3)(4) | V | 81,806(3)(4) | (3)(4) | 12/31/2029(3)(4) | Common Stock(3)(4) | 81,806,000(3)(4) | (3)(4) | 81,806,000(3)(4)(5)(6) | I(3)(4)(5)(6) | By Spouse(3)(4)(5)(6) |
Explanation of Responses: |
1. As part of the transactions described in Item 1.01 of the Issuer's Current Report on Form 8-K filed on June 12, 2019 (inclusive of the corresponding exhibits thereto, the "6-12-19 Form 8-K" ) under the sub-heading "The Series RX-3 Preferred Stock Warrant Transactions," the Reporting Person received two warrants to purchase a combined total of 211,733 shares of Issuer Series RX-3 preferred stock in exchange for debt owed to the Reporting Person by the Issuer for services rendered in the amount of $609,716 (the "RX-3 Warrants"). The RX-3 Warrants are not presently exercisable (or exercisable within 60 days) and are only exercisable in accordance with the express conditions and limitations set forth therein and disclosed more fully in the 6-12-19 Form 8-K, including their vesting pursuant to the Issuer's accomplishment of stated performance milestones, and, even then, only upon payment of the stated exercise prices. (Cont'd in Footnote 2) |
2. In the aggregate, the RX-3 Warrants are exercisable (i) in the event that the Series RX-3 preferred stock is not automatically converted into shares of Issuer common stock prior to exercise, for the 211,733 shares of Series RX-3 preferred stock, which shall, in turn, be convertible in accordance with its terms into 211,733,000 shares of Issuer common stock, or (ii) in the event that the Series RX-3 preferred stock is automatically converted to shares of Issuer common stock prior to exercise, for 211,733,000 shares of Issuer common stock (directly). |
3. As part of the transactions described in Item 1.01 of the Issuer's Current Report on Form 8-K filed on June 12, 2019 (inclusive of the corresponding exhibits thereto, the "6-12-19 Form 8-K" ) under the sub-heading "The Series RX-3 Preferred Stock Warrant Transactions," the Reporting Person's spouse received two warrants (separately) to purchase a combined total of 81,806 shares of Issuer Series RX-3 preferred stock in exchange for debt owed to the Reporting Person's spouse by the Issuer for services rendered in the amount of $235,775 (the "RX-3 Spousal Warrants"). The RX-3 Spousal Warrants are not presently exercisable (or exercisable within 60 days) and are only exercisable in accordance with the express conditions and limitations set forth therein and disclosed more fully in the 6-12-19 Form 8-K, including their vesting pursuant to the Issuer's accomplishment of stated performance milestones, and, even then, only upon payment of the stated exercise prices. (Cont'd in Footnote 4) |
4. In the aggregate, the RX-3 Spousal Warrants are exercisable (i) in the event that the Series RX-3 preferred stock is not automatically converted into shares of Issuer common stock prior to exercise, for the 81,806 shares of Series RX-3 preferred stock, which shall, in turn, be convertible in accordance with its terms into 81,806,000 shares of Issuer common stock, or (ii) in the event that the Series RX-3 preferred stock is automatically converted to shares of Issuer common stock prior to exercise, for 81,806,000 shares of Issuer common stock (directly). |
5. As a percentage of the number of shares of Issuer common stock issued and outstanding as of the date hereof, the total number of shares of Issuer common stock that would be held by the Reporting Person assuming that (i) the RX-3 Warrants and RX-3 Spousal Warrants were exercised in full, and (ii) all of the shares of Issuer common stock issuable upon conversion of the shares of Series RX-3 preferred stock issuable pursuant to such RX-3 Warrants and RX-3 Spousal Warrants were so issued (without giving effect to any other outstanding Issuer warrants or convertible preferred shares, including those involving Series RX-3 preferred stock) would be 36.89%. |
6. As a percentage of the number of shares of Issuer common stock issued and outstanding, the total number of shares of Issuer common stock that would be held by the Reporting Person assuming that (i) the RX-3 Warrants and RX-3 Spousal Warrants were exercised in full, (ii) all of the shares of Issuer common stock issuable upon conversion of the shares of Series RX-3 preferred stock issuable pursuant to such RX-3 Warrants and RX-3 Spousal Warrants were so issued, and (iii) assuming exercise of all other outstanding Issuer warrants and convertible securities (whether or not presently exercisable or exercisable within 60 days) would be 25.96%. |
Steven Malone | 06/24/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |