| 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 VERTICAL COMPUTER SYSTEMS INC [ VCSY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/25/2015 | ||||||||||||||||||||||||||
| 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 | 03/25/2015 | A | 2,809,983 | A | $0.00 | 78,350,190 | D | |||
| 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 | ||||||||
| Explanation of Responses: |
| Remarks: |
| On March 25, 2015, pursuant to two indemnity and reimbursement agreements executed between MRC and Vertical Computer Systems, (the "Company"), the Company issued a total of 2,809,983 shares of our common stock to reimburse MRC. Of these shares, the Company was obligated to reimburse MRC with, 1,309,983 shares of common stock had been pledged by MRC and sold by a third party lender in 2009 in connection with a $96,946 promissory note, 500,000 shares of common stock had been wrongfully converted by the same lender in 2014, and 1,000,000 shares of common stock had been transferred to another third party lender in October 2013 on the Company's behalf for a $100,000 loan made by the lender to the Company. Because the shares granted to MRC were replacement shares of the Company's common stock for MRC had transferred on behalf of the Company, there is no purchase price. The aggregate value of the shares MRC had pledged that were sold and shares that transferred on behalf of the Company was $113,999 which is based on the derivative liability the Company had accrued on the date the Company reimbursed MRC with the 2,809,983 shares. MRC has assigned its claim against the third party lender for the lender's wrongful conversion of 500,000 common shares to the Company and we are pursuing the claim in the third party lender's bankruptcy proceeding. Richard Wade, the President and CEO of the Company, directly owns 3,417,647 shares of the Company's common stock and beneficially owns 74,932,543 shares of the Company's common stock through Mountain Reservoir Corporation ("MRC") for a total of 78,350,190 shares of the Company's common stock at the filing date of this Report. MRC is controlled by the W5 Family Trust. Richard Wade, the President and CEO of the Company, is the trustee of the W5 Family Trust. |
| /s/ Richard S. Wade | 04/14/2015 | |
| ** 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. | ||
