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 Independence Bancshares, Inc. [ IEBS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/27/2013 | ||||||||||||||||||||||||||
| 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 | 1,250,000 | 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 | ||||||||
| STOCK OPTION (RIGHT TO BUY) | $0.8 | 08/22/2014 | A | 543,750 | (1) | 03/27/2023 | COMMON STOCK | 543,750 | $0 | 725,000(1) | D | ||||
| STOCK OPTION (RIGHT TO BUY) | $0.8 | (1) | 03/27/2023 | COMMON STOCK | 181,250 | 725,000(1) | D | ||||||||
| Explanation of Responses: |
| 1. ON MARCH 27, 2013, THE REPORTING PERSON WAS GRANTED AN OPTION TO PURCHASE 725,000 SHARES OF COMMON STOCK AT $0.80 PER SHARE. THE OPTION IMMEDIATELY VESTED FOR 181,250 SHARES, OR 25% OF THE SHARES. THE OPTION FOR THE REMAINING 543,750 SHARES, OR 75% OF THE SHARES, WAS TO VEST RATABLY EVERY SIX MONTHS, BEGINNING JUNE 30, 2013, PROVIDED THAT AT EACH SUCH VESTING DATE, A CERTAIN PERFORMANCE CONDITION WITH RESPECT TO THE ISSUER HAD BEEN SATISFIED. IF THIS PERFORMANCE CONDITION WAS NOT SATISFIED PRIOR TO THE APPLICABLE VESTING DATE, THEN NO SHARES WOULD VEST ON SUCH VESTING DATE, AND THEN UPON THE DATE THAT THE PERFORMANCE CONDITION WAS SATISFIED, ALL SHARES THAT WOULD HAVE OTHERWISE VESTED WOULD IMMEDIATELY VEST. THE PERFORMANCE CONDITION WAS SATISFIED ON AUGUST 22, 2014, AT WHICH POINT THE OPTION IMMEDIATELY VESTED WITH RESPECT TO 271,875 SHARES. |
| /s/ Robert B. Willumstad by Nelson Mullins Riley & Scarborough LLP with Power of Attorney | 07/13/2015 | |
| ** 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. | ||