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 SQL Technologies Corp. [ SKYX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/12/2022 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock, no par value | 05/12/2022 | P | 5,000 | A | $4.28(8) | 5,001 | D | |||
| Common Stock, no par value | 9,143,969 | I | By KRNB Holdings LLC(1) | |||||||
| Common Stock, no par value | 100,000 | I | By Family | |||||||
| 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 | ||||||||
| Stock Option (right to buy) | $0.6 | 11/15/2017 | 11/15/2025 | Common Stock, no par value | 1,000,000 | 1,000,000 | D | ||||||||
| Stock Option (right to buy) | $6 | (2) | 09/01/2024 | Common Stock, no par value | 1,140,000 | 1,140,000 | D | ||||||||
| Stock Option (right to buy) | $12 | (3) | 01/01/2027 | Common Stock, no par value | 1,140,000 | 1,140,000 | D | ||||||||
| Stock Option (right to buy) | $3 | (4)(5)(6) | (4)(5)(6) | Common Stock, no par value | 1,500,000 | 1,500,000 | D | ||||||||
| Stock Option (right to buy) | $4 | (4)(5)(6) | (4)(5)(6) | Common Stock, no par value | 1,500,000 | 1,500,000 | D | ||||||||
| Stock Option (right to buy) | $5 | (4)(5)(6) | (4)(5)(6) | Common Stock, no par value | 1,000,000 | 1,000,000 | D | ||||||||
| Stock Option (right to buy) | $6 | (4)(5)(6) | (4)(5)(6) | Common Stock, no par value | 2,000,000 | 2,000,000 | D | ||||||||
| Stock Option (right to buy) | $7 | (4)(5)(6) | (4)(5)(6) | Common Stock, no par value | 2,000,000 | 2,000,000 | D | ||||||||
| Stock Option (right to buy) | $8 | (4)(5)(6) | (4)(5)(6) | Common Stock, no par value | 2,000,000 | 2,000,000 | D | ||||||||
| Stock Option (right to buy) | $12 | (7) | 01/01/2027 | Common Stock, no par value | 10,000,000 | 10,000,000 | D | ||||||||
| Explanation of Responses: |
| 1. These securities are owned by KRNB Holdings LLC, of which the reporting person is the sole owner and the manager. |
| 2. These options were granted on September 1, 2019 and vest as to 120,000 shares on January 1, 2020, with the remainder vesting in three equal annual installments of 340,000 shares beginning on the first anniversary of the date of grant, subject to continued service through the applicable vesting date. |
| 3. These options were granted on January 1, 2022 and vest as to 120,000 shares on January 1, 2023, with the remainder vesting in three equal annual installments of 340,000 shares beginning on the first anniversary of the date of grant, subject to continued service through the applicable vesting date. |
| 4. Pursuant to the chairman agreement, the reporting person was granted the following supplemental bonus options as it was determined that the applicable performance conditions had been satisfied: (i) options to purchase 1,500,000 shares of common stock at an exercise price of $3.00 per share; (ii) options to purchase 500,000 shares of common stock at an exercise price of $4.00 per share; and (iii) options to purchase 1,000,000 shares of common stock at an exercise price of $6.00 per share. These options were immediately exercisable and expire November 21, 2024. |
| 5. Pursuant to the chairman agreement, the reporting person has the following options as supplemental bonus compensation, subject to the issuer achieving the specified market capitalization: (i) options to purchase 500,000 shares of common stock at $4.00 per share, upon the issuer achieving each of the following market capitalizations: $1.5 billion and $2.0 billion; (ii) options to purchase 500,000 shares of common stock at $5.00 per share, upon the issuer achieving each of the following market capitalizations: $2.5 billion and $3.0 billion; (iii) options to purchase 500,000 shares of common stock at an exercise price of $6.00 per share, upon the issuer achieving each of the following market capitalizations: $1.5 billion and $2.0 billion; |
| 6. (continued) (iv) options to purchase 500,000 shares of common stock at an exercise price of $7.00 per share, upon the issuer achieving each of the following market capitalizations: $3.0 billion, $4.0 billion, $5.0 billion and $6.0 billion; and (v) options to purchase 500,000 shares of common stock at an exercise price of $8.00 per share, upon the issuer achieving each of the following market capitalizations: $7.0 billion, $8.0 billion, $9.0 billion and $10.0 billion. Options are subject to continued service through the applicable vesting date. |
| 7. Pursuant to the chairman agreement, in the event the issuer achieves a $10.0 billion valuation, for each valuation increase of $1.0 billion up to $30.0 billion, the reporting person has options to purchase 500,000 shares at an exercise price of $12.00 per share. Options are subject to continued service through the applicable vesting date. |
| 8. The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.93 and $4.51 per share. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price. |
| Remarks: |
| Power of Attorney is attached hereto as Exhibit 24. |
| /s/ Ran Roland Kohen | 05/13/2022 | |
| ** 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 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. | ||