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 Ault Global Holdings, Inc. [ DPW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/20/2021 | ||||||||||||||||||||||||||
| 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 | 08/20/2021 | M(1) | 66,666 | A | $0 | 66,666 | D | |||
| Common Stock | 2,543 | D | ||||||||
| Common Stock | 1,658,916 | I | By Ault & Company, Inc.(3) | |||||||
| Common Stock | 3,408(2) | I | By Philou Ventures, LLC(4) | |||||||
| 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 | ||||||||
| Restricted Stock Grant | (5) | 08/20/2021 | M | 66,666 | 08/20/2021(6) | 05/15/2022 | Common Stock | 66,666 | $0 | 133,334 | D | ||||
| Restricted Stock Grant | (5) | 08/20/2021 | A | 400,000 | (7) | 05/15/2024 | Common Stock | 400,000 | $0 | 400,000 | D | ||||
| Stock Options (Right to Buy) | $4.49 | 08/20/2021 | D | 400,000 | (8) | 01/07/2031 | Common Stock | 400,000 | (8) | 0 | D | ||||
| Stock Options (Right to Buy) | $2.55 | 08/20/2021 | A | 400,000 | (8) | 01/07/2031 | Common Stock | 400,000 | (8) | 400,000 | D | ||||
| Explanation of Responses: |
| 1. Represents the vesting of restricted stock. |
| 2. Does not include 2,232 shares of the Issuer's Common Stock issuable upon conversion of the Issuer's Series B Convertible Preferred Stock and 2,232 shares of Common Stock issuable upon the exercise of certain warrants held by Philou Ventures, LLC ("Philou Ventures"). |
| 3. Milton C. Ault, III, is the Chief Executive Officer of Ault & Company, Inc. ("Ault & Co.") and is deemed to beneficially own the shares held by Ault & Co. |
| 4. Ault & Co. is the Manager of Philou Ventures. Milton C. Ault, III, as the Chief Executive Officer of Ault & Co., is deemed to beneficially own the shares held by Ault & Co. |
| 5. Each restricted stock unit is the economic equivalent of one share of Common Stock, par value $0.001, of Ault Global Holdings, Inc. |
| 6. On November 2, 2020, Mr. Ault was granted 200,000 restricted shares of the Issuer's Common Stock (the "Restricted Shares"), which vest in three equal installments as follows: 66,666 shares on August 20, 2021, 66,667 shares on November 15, 2021, and 66,667 shares on May 15, 2022. The grant of Restricted Shares was approved at the Issuer's Annual Meeting of Stockholders on August 13, 2021, and authorized by the NYSE American on August 20, 2021. |
| 7. On January 8, 2021, Mr. Ault was granted 400,000 Restricted Shares, which vest in four installments on each of November 15, 2022, May 1, 2023, November 15, 2023 and May 15, 2024. The grant of Restricted Shares was approved at the Issuer's Annual Meeting of Stockholders on August 13, 2021, and authorized by the NYSE American on August 20, 2021. |
| 8. On April 26, 2021, the Issuer's Board of Directors approved an option repricing effective August 20, 2021, which resulted in, for purposes of Section 16 of the Exchange Act, the cancellation of these stock options granted to Mr. Ault on January 8, 2021, in exchange for new stock options (the "Options") having a lower exercise price of $2.55 per share. All of the other terms of the Options remained unchanged. The Options were approved at the Issuer's Annual Meeting of Stockholders on August 13, 2021, and authorized by the NYSE American on August 20, 2021. |
| Remarks: |
| /s/ Milton C. Ault, III | 08/24/2021 | |
| ** 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. | ||