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 Enerpulse Technologies, Inc. [ ENPT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/15/2013 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Employee Stock Option (Right to Buy) | $3 | 10/15/2013 | A | 24,052 | (1) | 10/15/2023 | Common Stock | 24,052 | $0.00 | 24,052 | D | ||||
Employee Stock Option (Right to Buy) | $0.75 | 06/30/2014 | A | 4,972 | (2) | 04/05/2017 | Common Stock | 4,972 | (3) | 4,972 | D | ||||
Employee Stock Option (Right to Buy) | $0.9051 | 06/30/2014 | D | 4,972 | (2) | 04/05/2017 | Common Stock | 4,972 | (3) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $0.75 | 06/30/2014 | A | 2,486 | (2) | 06/05/2018 | Common Stock | 2,486 | (3) | 2,486 | D | ||||
Employee Stock Option (Right to Buy) | $0.9051 | 06/30/2014 | D | 2,486 | (2) | 06/05/2018 | Common Stock | 2,486 | (3) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $0.75 | 06/30/2014 | A | 9,944 | (2) | 08/06/2020(4) | Common Stock | 9,944 | (3) | 9,944 | D | ||||
Employee Stock Option (Right to Buy) | $0.9051 | 06/30/2014 | D | 9,944 | (2) | 08/05/2015 | Common Stock | 9,944 | (3) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $0.75 | 06/30/2014 | A | 9,944 | (2) | 01/19/2022 | Common Stock | 9,944 | (3) | 9,944 | D | ||||
Employee Stock Option (Right to Buy) | $0.9051 | 06/30/2014 | D | 9,944 | (5) | 01/19/2022 | Common Stock | 9,944 | (3) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $0.75 | 06/30/2014 | A | 24,052 | (2) | 10/15/2023 | Common Stock | 24,052 | (6) | 24,052 | D | ||||
Employee Stock Option (Right to Buy) | $3 | 06/30/2014 | D | 24,052 | (1) | 10/15/2023 | Common Stock | 24,052 | (6) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $0.5 | 08/06/2014 | A | 50,393 | (7) | 08/06/2024 | Common Stock | 50,393 | $0.00 | 50,393 | D | ||||
6% Senior Secured Convertible Note | $0.2(8) | 02/20/2015 | P | $10,000 | (8) | 02/20/2018 | Common Stock | 50,000 | (9) | $10,000 | D | ||||
Warrant (Right to Buy) | $0.2(10) | 02/20/2015 | P | 25,000 | (10) | 02/20/2020 | Common Stock | 25,000 | (9) | 25,000 | D |
Explanation of Responses: |
1. The shares subject to the option shall vest and become exercisable ratably in annual installments over three years beginning on October 15, 2014 until fully vested on October 15, 2016. |
2. The shares subject to the option are 100% vested and excercisable. |
3. The reporting person agreed to cancellation of an option issued to him on September 4, 2013, in exchange for a new option having a lower exercise price. |
4. The expiration date of the new option has been extended from the expiration date of the original option that was issued on September 4, 2013. |
5. The shares subject to the cancelled option would have vested and became exercisable ratably in annual installments over three years beginning on January 19, 2012 until fully vested on January 19, 2015. |
6. The reporting person agreed to cancellation of an option granted to him on October 15, 2013, in exchange for a new option having a lower exercise price. |
7. The shares subject to the option shall vest and become exercisable ratably in annual installments over three years beginning on August 6, 2015 until fully vested on August 6, 2017. |
8. All amounts due under the 6% senior secured convertible note are convertible at any time, in whole or in part, at the option of the reporting person into shares of common stock at a fixed, initial conversion price of $0.20 per share, which is subject to adjustment for stock splits, stock dividends, combinations, or similar events or to prevent dillution. |
9. The note and warrant were purchased by the reporting person for the aggregate purchase price of $10,000. |
10. The warrant is exercisable at any time on or after the date of issuance at an initial exercise price equal to $0.20 per share, subject to adjustment for stock splits, stock dividends, combinations, or similar events or to prevent dillution. |
Remarks: |
Bryan C. Templeton | 03/26/2015 | |
** 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. |