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 Cuentas Inc. [ NXGH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/28/2018 | ||||||||||||||||||||||||||
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 | 03/28/2018 | P | 300,000 | A | $0.0299 | 27,693,253 | D | |||
Common Stock | 03/29/2018 | P | 1,656,698(1) | A | $0.0293(2) | 29,349,951 | D | |||
Common Stock | 05/02/2018 | P | 198,000 | A | $0.03 | 29,547,951 | D | |||
Common Stock | 05/03/2018 | P | 312,000 | A | $0.0322(3) | 29,859,951 | D | |||
Common Stock | 05/04/2018 | P | 140,049 | A | $0.0322(4) | 30,000,000 | D | |||
Common Stock | 05/09/2018 | P | 900,000 | A | $0.03 | 30,900,000 | D | |||
Common Stock | 08/10/2018 | P | 700,000 | A | $0.0145(5) | 31,600,000(5) | D | |||
Common Stock | 3,900,000(5) | I | *(6) | |||||||
Common Stock | 82,109(5) | I | *(7) |
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 |
Explanation of Responses: |
1. The reporting person's purchase of common stock reported herein may be deemed to be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 60,000 shares, with the reporting person's previously reported sale of 60,000 shares of common stock at a weighted average price of $0.039 per share on January 8, 2018. The reporting person has voluntarily disgorged any profits deemed realized from such transactions to Next Group Holdings, Inc. |
2. The price reported in Column 4 is a weighted average price. The shares were purchased on the open market at prices ranging from $0.026 to $0.0297 per share. Mr. Vargas undertakes to provide Next Group Holdings, Inc., any security holder of Next Group Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in Footnote (2). |
3. The price reported in Column 4 is a weighted average price. The shares were purchased on the open market at prices ranging from $0.0312 to $0.033 per share. Mr. Vargas undertakes to provide Next Group Holdings, Inc., any security holder of Next Group Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in Footnote (3). |
4. The price reported in Column 4 is a weighted average price. The shares were purchased on the open market at prices ranging from $0.032 to $0.0322 per share. Mr. Vargas undertakes to provide Next Group Holdings, Inc., any security holder of Next Group Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in Footnote (4). |
5. The registrant announced that on August 13, 2018, the Financial Industry Regulatory Authority (FINRA) approved the registrant's previously disclosed 1:300 reverse stock split of its common stock. Columns 4 and 5 report transactions and ownership before the reverse stock split and therefore do not reflect its effect. |
6. Mr. Vargas owns 3,900,000 shares of the common stock of Next Group Holdings, Inc. indirectly through Varsatel Corporation and Comtel Direct, LLC. Mr. Vargas is the sole stockholder, sole director, and chief executive officer of Varsatel Corporation. Mr. Vargas is the sole member of CHT Holdings, LLC, which is the managing member of Comtel Direct, LLC. |
7. Shares owned by spouse who shares Mr. Vargas's household. Mr. Vargas disclaims beneficial ownership of the shares owned by his spouse, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Remarks: |
/s/ Harrison Vargas | 08/13/2018 | |
** 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. |