| 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 Advanced Environmental Petroleum Producers Inc. [ AEPP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/03/2017 | ||||||||||||||||||||||||||
| 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 | 08/03/2017 | A | 400,000 | A | (1) | 2,028,000(3) | D | |||
| Series A Preferred Stock | 08/03/2017 | A | 14,000(1) | A | (1) | 28,000(3) | D | |||
| Common Stock | 08/03/2017 | D | 61,465,130(2) | A | (2) | 2,028,000(3) | D(2)(3) | |||
| 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 A Preferred Stock | $0.075(1)(4) | 08/03/2017 | A | 14,000(1)(4) | 08/03/2017 | 01/01/2050(4) | Common Stock | 14,000 | (1) | 28,000(3) | D | ||||
| Warrant to acquire Series A Preferred | $0.0825 | 08/03/2017 | A | 14,000(1) | 08/03/2017 | 01/16/2020 | Series A Preferred Stock | 14,000 | (1) | 28,000 | D | ||||
| Option to acquire Common Stock | $0.005 | 08/03/2017 | A | 500,000(1) | 08/03/2017 | 04/25/2021 | Common Stock | 500,000 | (1) | 1,600,000(1) | D | ||||
| Option to acquire Common Stock | $0.015 | 08/03/2017 | A | 1,100,000(1) | 08/03/2017 | 11/28/2021 | Common Stock | 1,100,000 | (1) | 1,600,000 | D | ||||
| Explanation of Responses: |
| 1. On August 3, 2017, a wholly-owned subsidiary of AEPP, AEPP Merger Sub, Inc., merged with and into Oncolix, Inc. Oncolix was the surviror of the merger (Merger) and Oncolix became a wholly-owned subsidiary of AEPP. In connection with the Merger, the Oncolix securities owned were converted into the right to receive securities of AEPP. |
| 2. As reflected on his Form 3 filed on April 11, 2017, Mr. Payne may be deemed a beneficial owner of such 61,465,130 shares owned by Oncolix, Inc., as a result of Mr. Payne being an executive officer of Oncolix, Inc.; however, Mr. Payne disclaimed any such beneficial ownership in the 61,465,130 shares owned by Oncolix, Inc. The 61,465,130 shares of common stock owned by Oncolix, Inc. were disposed to, and cancelled by, AEPP in connection with the Merger. While Mr. Payne disclaimed any such beneficial ownership, had he owned any such beneficial interest, Mr. Payne disposed of such beneficial ownership to AEPP in connection with such cancellation as provided for in the Merger. |
| 3. Includes (i) 14,000 shares of AEPP common stock issuable upon conversion of AEPP Series A Preferred Stock; (ii) 14,000 shares of AEPP Series A Preferred Stock issuable upon exercise of warrants to acquire AEPP Series A Preferred Stock;(iii) 14,000 shares of shares of AEPP common stock issuable upon the conversion of AEPP Series A Preferred stock that may be acquired pursuant to (ii) herein; and (iv) 1,600,000 shares of AEPP Common Stock that may be acquired pursuant to options. |
| 4. Each share of Series A Preferred Stock is convertible into one share of Common Stock, subject to adjustment. There is no expiration date for conversion. |
| J. DOnald Payne | 08/07/2017 | |
| ** 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. | ||
