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 |
| |||||||||||||||
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 Vislink Technologies, Inc. [ VISL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 01/16/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 40,022(1) | D | ||||||||
Common Stock | 12/31/2018 | J(2) | 16,295 | D | $0 | 23,727(1) | I | By MB Technology Holdings, LLC(2) | ||
Common Stock | 12/31/2018 | J(2) | 177 | D | $0 | 23,550(1) | I | By MB Technology Holdings, LLC(2) | ||
Common Stock | 01/16/2018 | J(3) | 13 | D | $0 | 23,537(1) | I | By Branton Partners, LLC(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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) | $840,000 | 12/31/2018 | J(1) | 177 | (2) | 01/16/2018 | Common Stock | 177 | $0 | 0(2) | I | By MB Technology Holdings, LLC(2) | |||
Warrants | $82,440 | 12/31/2018 | J | 13 | (3) | 01/19/2016 | Common Stock | 13 | $0 | 0 | I | By Branton Partners, LLC(3) | |||
Options (Right to buy) | $15.5 | 03/24/2017 | A | 0(4) | (4) | 03/24/2027 | Common Stock | 5,000 | $0 | 5,000 | D |
Explanation of Responses: |
1. Shares have been split-adjusted pursuant to the Company's 1-for-10 reverse stock split effective May 13, 2019. |
2. Mr. Branton is an 20% interest holder in MB Merchant Group, LLC, which in turn is a 45.85% owner of MB Technology Holdings, LLC ("MBTH"). MBTH owns 162,949 shares of Common Stock and 1,768 shares of Common Stock underlying options that are presently exercisable. On 12/31/2018, MB Merchant Group, LLC abandoned its holdings in MB Technology Holdings, LLC. |
3. Various family entities, including Mr. Branton's spouse, children and trusts for the benefit of Mr. Branton's children beneficially owned shares and warrants of the Company through Branton Partners, LLC, of which these family trusts and entities beneficially own 100%. These warrants have expired. |
4. These options were granted on March 24, 2017 under the 2015 Incentive Compensation Plan. The options vest over three years with 5,000 shares subject to the options vesting on the first anniversary of the grant, 5,000 vesting on the second anniversary of the grant, and 5,000 vesting on the third anniversary of the grant, until fully vested on March 24, 2020. |
/s/ Roger Branton | 05/30/2019 | |
** 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. |