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 Vertex Energy Inc. [ VTNR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/13/2016 | ||||||||||||||||||||||||||
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 | 2,469,364 | D | ||||||||
Common Stock | 244,299 | I | Through The Benjamin Paul Cowart 2015 Grantor Retained Annuity Trust | |||||||
Common Stock | 4,796,761 | I | Through B&S Cowart II Family LP | |||||||
Common Stock | 7,500 | I | Through Vertex Holdings, Inc. | |||||||
Common Stock | 100,765 | I | Through VTX Inc. |
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 B1 Preferred Stock | $1.56 | 05/13/2016 | P | 32,052 | 05/13/2016(1) | (2) | Common Stock | 32,052 | (3) | 32,052 | I | Through B&S Cowart II Family LP | |||
Common Stock Purchase Warrants | $1.53 | 05/13/2016 | P | 8,013 | 11/14/2016 | 11/13/2021 | Common Stock | 8,013 | (3) | 8,013 | I | Through B&S Cowart II Family LP |
Explanation of Responses: |
1. The Series B1 Preferred Stock (including accrued and unpaid dividends) is convertible into shares of the Issuer's common stock at the holder's option at any time at the Unit Price (see Note 3, initially a one-for-one basis). If the Issuer's common stock trades at or above $3.90 per share (250% of the Unit Price) for a period of 20 consecutive trading days at any time following the earlier of (a) the effective date of a resale registration statement the Issuer is required to file to register the underlying shares of common stock, or (b) November 13, 2016, the Issuer may at such time force conversion of the Series B1 Preferred Stock (including accrued and unpaid dividends) into common stock of the Issuer. |
2. The Series B1 Preferred Stock has no expiration date; however, the Issuer has the option to redeem the Series B1 Preferred Stock at 110% of the Unit Price (defined in Note 3) plus any accrued and unpaid dividends on such Series B1 Preferred Stock redeemed, at any time beginning on June 20, 2017 and the Issuer is required to redeem the Series B1 Preferred Stock at the Unit Price plus any accrued and unpaid dividends on June 24, 2020. Notwithstanding either of the foregoing, the Series B1 Preferred Stock may not be redeemed unless and until amounts outstanding under the Issuer's senior credit facility have been paid in full. |
3. On May 13, 2016, B&S Cowart II Family LP, which is beneficially owned by Mr. Cowart, purchased 32,052 units as an investor named in the May 10, 2016 Unit Purchase Agreement entered into with the Issuer, with each unit (the "Unit"), consisting of (i) one share of Series B1 Preferred Stock and (ii) one warrant to purchase one-quarter of a share of common stock of the Company. The Units were sold at a price of $1.56 per Unit (the "Unit Price") or $50,000 in aggregate. The terms of the Series B1 Preferred Stock are described in greater detail in the Current Report filed by the Issuer on May 13, 2016. |
/s/ Benjamin P. Cowart | 05/19/2016 | |
** 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. |