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 AMERICATOWNE Inc. [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/14/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock(3) | 12/14/2015 | 12/14/2015 | J(3) | V | 1,000,000 | A | $0.05 | 6,100,367 | D | |
| Common Stock(2) | 23,466,426 | I | Trust; Yiliame NV and Yilaime NC(1) | |||||||
| 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 | ||||||||
| Option(2) | $0.05 | 12/14/2015 | 12/14/2015 | J(2) | 1,000,000 | 11/25/2014 | 11/25/2016 | Common Stock | 1,000,000 | $0.05 | 23,466,426 | I(1) | Trust; Yiliame NV and Yilaime NC(1) | ||
| Option(2) | $0.05 | 11/25/2014 | 11/25/2019(2) | Common Stock | 1,000,000(2) | 0(2) | D | ||||||||
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. Mr. Perkins controls 6,100,367 shares of common stock via the Alton & Xiang Mei Lin Perkins Family Trust; 13,750,000 shares via Yilaime Corp (Nevada) and 3,616,059 shares via Yilaime (North Carolina) for a total of 23,466,426 shares of common stock. |
| 2. The Company has issued Mr. Perkins an option to purchase up to 1,000,000 shares of common stock of the Company per year at any time prior to the conclusion of the first year of the Agreement, i.e. prior to 365 days after execution of the Agreement, which was on November 25, 2014, at a price of $0.05 per share, and annually thereafter for a total of 5 consecutive years. The shares purchased under this option shall be considered subject to all rights and restrictions set forth in his Employment, LockUp and Options Agreement. At the end of fiscal year 2015, Mr. Perkins had 6,100,367 shares issued to him through his Trust, and his beneficial ownership at the end of tax year 2015 was 23,466,426, and his current beneficial ownership is 23,466,426 shares (both of which include his individual holdings through his Trust). This filing is consistent with all prior disclosures made on numerous Form 8-Ks. |
| 3. The Alton & Xiang Mei Lin Perkins Family Trust (the "Perkins Trust"), by and through its trustee, Alton Perkins, who is the majority beneficial owner of the shares of common stock of AmericaTowne, Inc. (the "Company"), and the control party of Yilaime Corporation and Yilaime Corporation of NC, as disclosed in the original Schedule 13D, exercised the option under Mr. Perkins' Employment Agreement with the Company (as assignee of the right to exercise) to purchase 1,000,0000 shares of restricted common stock for $.05/share. The Perkins Trust used personal funds for this acquisition. The funds were placed in escrow since the acquisition was not set to close. The acquisition closed on December 14, 2015 with the funds being released out of escrow and to the Company, and the Company's transfer agent issuing the shares related to the acquisition. |
| Alton Perkins | 02/02/2016 | |
| ** 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. | ||