| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Aerkomm Inc. [ AKOM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2019 | ||||||||||||||||||||||||||
| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 447,486 | D | |||||||||||||
| Common Stock | 117,601 | I | Held by Dmedia Holding LP(1) | ||||||||||||
| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Stock option (right to buy) | $3.96 | 07/02/2019 | A(2) | 6,000 | 07/02/2019(2) | 07/02/2029 | Common Stock | 6,000 | $0 | 9,000(3) | D | |||
| Explanation of Responses: |
| 1. The reporting person holds an 85.7% interest in, and is Manager of, Dmedia LLC, the General Partner of Dmedia Holding LP. As such, the reporting person is deemed to be the beneficial owner of 2,237,428 shares held by Dmedia Holding LP by virtue of his voting and dispositive power of those shares. Through his ownership interest in Dmedia LLC, which owns an approximately 6% direct interest in Dmedia Holding LP, the reporting person also has a pecuniary interest in 117,601 shares held by Dmedia Holding LP. The reporting person disclaims beneficial ownership of the remaining 2,119,827 shares held by Dmedia Holding LP. |
| 2. Represents ten-year qualified stock options to purchase 6,000 shares of the Issuer's common stock, granted to the Reporting Person under the Issuer's equity incentive plan, pursuant to a stock option agreement, dated July 2, 2019. The options will vest 25% upon the date of issuance of the grant, 25% upon the date the Company obtains from the AMF a visa on the Company's European listing prospectus, 25% upon the first anniversary of the date of issuance of the grant, and 25% upon the second anniversary of the date of issuance of the grant; except that, if the Company does not obtain from the AMF a visa on the Company's European listing prospectus, the stock options shall vest according to the following schedule: 25% upon the date of issuance of the grant, 50% upon the first anniversary of the date of issuance of the grant, and 25% upon the second anniversary of the date of issuance of the grant. |
| 3. Includes previously reported ten-year qualified stock options to purchase 3,000 shares (after reflecting 5 to 1 reverse split) at $27.50 per share, granted to the Reporting Person on June 23, 2017 under the Issuer's equity incentive plan, pursuant to a stock option agreement, dated June 23, 2017, which will vest in three equal installments commencing on the first anniversary of the grant date. |
| /s/ Jeffrey Wun | 01/27/2020 | |
| ** 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. | ||
