SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/09/2015 | 3. Issuer Name and Ticker or Trading Symbol Engage Mobility, Inc [ ENGA ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 15,968,630(1) | I | Through 97% ownership of Engage International Technology Co., Ltd. |
Common Stock | $1,067,000(2) | I | Through 97% ownership of Engage International Technology Co., Ltd. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On April 9, 2015, a Stock Purchase Agreement ("Stock Purchase Agreement") was entered into by and among Engage International Technology Co. Ltd. ("Engage International"), James S. Byrd, Jr. ("Byrd") and Douglas S. Hackett ("Hackett") (collectively, the "Sellers") who are shareholders of Engage Mobility, Inc. (the "Company") and the Company, pursuant to which Engage International acquired from the Sellers a total of 16,462,505 shares of the Company's common stock. Through his 97% ownership of Engage International, Mr. Zhang indirectly owns a total of approximately 15,968,630 shares of the Company's common stock pursuant to the Stock Purchase Agreement. |
2. On April 9, 2015, the Company entered into a Subscription Agreement (the "Subscription Agreement") with Engage International, pursuant to which Engage International purchased 1,100,000 shares of the Company's restricted common stock, at the price of $0.50 per share for a total purchase price of $550,000. Through his 97% ownership of Engage International, Mr. Zhang indirectly owns a total of approximately 1,067,000 shares of the Company's common stock pursuant to the Subscription Agreement. |
Remarks: |
On April 9, 2015, Mr. Hua Zhang was appointed by the Board of Directors of the Company as sole Director and Chairman of the Board, Chief Executive Officer, President, Secretary and Treasurer of the Company. |
/s/ Hua Zhang | 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 5 (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. |