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 RedHawk Holdings Corp. [ IDNG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/13/2015 | ||||||||||||||||||||||||||
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 | ||||||||
Series A Preferred Stock | (1) | 11/13/2015 | A | 215 | (2) | (2) | Common Stock | (1) | $1,000 | 215 | I(3) | by LLC | |||
Convertible Note | (4) | 11/13/2015 | A | 1(4) | (5) | (5) | Series A Preferred | (4) | (4) | 1(4) | I(6) | by LLC |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of Series A Preferred stock (the "Series A Preferred") of RedHawk Holdings Corp. (the "Company") has an initial stated value of $1,000 and accrues dividends at a rate of 5.0% of the stated value per year. The Company has the option to pay dividends in cash or through an increase in the stated value. Each share of Series A Preferred is convertible into a number of the Company's common stock, par value $0.001 per share, equal to the stated value (as may be increased from time to time), divided by $0.015. The conversion rate is also adjusted upon certain stock dividends, stock splits and reclassifications. |
2. The Series A Preferred are convertible at any time following the six (6) month anniversary of the date of issuance, and from time to time thereafter at the option of the holder. There is no expiration date for the conversion of the Series A Preferred Stock. |
3. These shares are owned directly by Beechwood Properties, LLC, a Louisiana limited liability company ("Beechwood") and a greater than ten percent owner of the issuer, and indirectly by G. Darcy Klug, as sole manager and sole member of Beechwood. |
4. Beechwood was issued a convertible promissory note for a line of credit (the "Line of Credit Note") in the original principal amount of $100,000. The principal amount outstanding, accrued but unpaid interest and other fees, costs and expenses of the Line of Credit Note is convertible into Series A Preferred based upon the initial stated value of the Series A Preferred. |
5. The Line of Credit Note is convertible in to Series A Preferred, at the option of Beechwood, upon repayment by the Company (whether at the October 31, 2016 maturity date or otherwise). |
6. The Line of Credit Note is owned directly by Beechwood and a greater than ten percent owner of the issuer, and indirectly by G. Darcy Klug, as sole manager and sole member of Beechwood. |
/s/ G. Darcy Klug | 11/16/2015 | |
/s/ Beechwood Properties, LLC, by G. Darcy Klug, Manager | 11/16/2015 | |
** 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. |