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) 02/09/2022 | 3. Issuer Name and Ticker or Trading Symbol SQL Technologies Corp. [ SKYX ] | |||||||||||||
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, no par value | 1,255,000 | D | |
Common Stock, no par value | 10,779,618 | I | By Shiff Group(1) |
Common Stock, no par value | 40,000 | I | By Spouse |
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 | ||||
Stock Option (right to buy) | 01/01/2018 | 01/01/2023 | Common Stock, no par value | 25,000 | 3 | D | |
Stock Option (right to buy) | 01/01/2019 | 01/01/2024 | Common Stock, no par value | 25,000 | 3 | D | |
Stock Option (right to buy) | 01/01/2020 | 01/01/2025 | Common Stock, no par value | 25,000 | 12 | D | |
Stock Option (right to buy) | 12/31/2020 | 12/31/2025 | Common Stock, no par value | 25,000 | 12 | D | |
Stock Option (right to buy) | 12/31/2021 | 12/31/2026 | Common Stock, no par value | 25,000 | 12 | D | |
Series A Convertible Preferred Stock | (2) | (2) | Common Stock, no par value | 2,600,000 | (2) | I | By Shiff Group(1) |
6.0% Subordinated Convertible Promissory Note | (3) | 11/03/2023 | Common Stock, no par value | $600,000(4) | 15 | I | By Shiff Group(1) |
Explanation of Responses: |
1. These securities are owned by Shiff Group Investments Ltd., of which the reporting person is an owner and the President and Chief Executive Officer. |
2. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, on a one-for-one basis, and has no expiration date. In connection with the consummation of the issuer's initial public offering, Shiff Group Investments Ltd. has elected to convert all shares of Series A Convertible Preferred Stock held by it into shares of common stock. |
3. The principal amount, plus any accrued and unpaid interest, is convertible at any time on or prior to the maturity date at the holder's discretion at the conversion price of $15.00. |
4. Represents the principal amount of the convertible note and excludes interest that may accrue. Interest on the note is payable annually, in cash or common stock, at the holder's discretion. |
/s/ Dov Shiff | 02/09/2022 | |
** 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. |