Alton & Xiang Mei Lin Perkins Family Trust Inactive
Filed: 12 Feb 16, 12:00am
| 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) 01/21/2016 | ||||||||||||||||||||||||||
| 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 | 01/21/2016 | 01/21/2016 | J(4) | V | 1,703,117 | A | $0(4) | 7,803,484(3)(4) | D | |
| Common Stock | 01/21/2016 | 01/21/2016 | J(5) | V | 3,615,059 | D | $0(5) | 0 | D | |
| Common Stock | 21,674,484(1) | I | Trusts, Yilaime Corp (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 | 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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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Mr. Perkins controls 7,806,484 shares of common stock titled to the Alton & Xiang Mei Lin Perkins Family Trust (the "Perkins Family Trust"). He further controls 13,750,000 shares issued to Yilaime Corp (Nevada), 1,000 shares issued to Yilaime (North Carolina) and 120,000 shares issued to the AXP Nevada Asset Protection Trust 3 for a total of 21,674,484 shares of common stock beneficially owned, indirectly, by Alton Perkins. |
| 2. Mr. Perkins holds an option under his Employment Agreement with the Issuer 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, Lock-Up 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 21,674,484 shares (both of which include his individual holdings through his Trust). This filing is consistent with all prior disclosures made on numerous Form 8Ks. |
| 3. The Perkins Family Trust, by and through its trustee, Mr. Perkins, who is the majority beneficial owner of the shares of common stock of the Issuer, and the control party of Yilaime (Nevada) and Yilaime (North Carolina), 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 1,000,000 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. |
| 4. As a result of the effectiveness of the Issuer's registration statement on Form S-1/A on January 21, 2016, and subject to the October 13, 2014 Stock Exchange Agreement, the Perkins Trust was issued 1,703,117 shares of common stock. |
| 5. As a result of the Issuer's registration statement on Form S-1/A on January 21, 2016, and subject to the October 13, 2014 Stock Exchange Agreement, the number of shares held by Yilaime NC was reduced to 1,000. |
| Alton Perkins | 02/12/2016 | |
| Alton Perkins on behalf of The Alton & Xiang Mei Lin Perkins Family Trust | 02/12/2016 | |
| Alton Perkins on behalf of Yilaime NC | 02/12/2016 | |
| ** 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. | ||