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)
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2. Issuer Name and Ticker or Trading Symbol
VENDINGDATA CORP [ VNDC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/18/2003 | ||||||||||||||||||||||||||
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(1) | 12/18/2003 | C | 2,460,407 | A | $1.75 | 0(12) | I | See Note(1) | ||
Common Stock | 2,789,857 | I | See Note(2) | |||||||
Common Stock | 4,574,066 | D | See Note(2) |
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 | ||||||||
9.5% CONVERTIBLE NOTE(3) | $13 | 09/01/1999 | (3) | Common Stock | 57,693 | 57,693 | I | See Note(3) | |||||||
9.5% CONVERTIBLE NOTE(4) | $13 | 09/23/1999 | (4) | Common Stock | 30,770 | 30,770 | I | See Note(4) | |||||||
OPTION/RIGHT TO BUY(5) | $13 | 01/15/2001 | (5) | Common Stock | 200 | 200 | D | ||||||||
OPTION/RIGHT TO BUY(6) | $13 | 07/02/2001 | (6) | Common Stock | 200 | 200 | D | ||||||||
OPTION/RIGHT TO BUY(7) | $1.75 | 07/02/2001 | (7) | Common Stock | 200 | 200 | D | ||||||||
9.5% CONVERTIBLE NOTE | $1.75 | 12/18/2003 | C | 2,257,141 | 12/12/2003 | (8) | Common Stock | 2,257,141 | $0(12) | 0 | I | See Note(8) | |||
OPTION/RIGHT TO BUY(9) | $2.5 | 03/10/2004 | 09/09/2008 | Common Stock | 50,000 | 50,000 | D | ||||||||
CONVERTIBLE NOTE (10) | $2.25 | 12/18/2003 | P | 205,875 | 12/18/2003 | (11) | Common Stock | 205,875 | $2.25 | 205,875 | I | See Note(10) |
Explanation of Responses: |
1. On December 18, 2003, and pursuant to a November 19, 2003 Agreement to Convert by and between the James E. Crabbe Revocable Trust (the "Trust"), and VendingData Corporation (the "Company"), the Trust converted the principal and unpaid interest of its 9.5% convertible note due December 31, 2003 into 2,460,407 shares of the Company's common stock ("Common Stock"). |
2. Nature of beneficial ownership: James E. Crabbe, Individually = 4,574,066 shares; James E. Crabbe, as Trustee of the Trust = 2,460,407; Holder of voting power for: Richard S. Huson GST Exempt Trust U/T/A dated 9/4/98 = 19,424 shares; Richard S. Huson Marital Trust U/T/A dated 9/4/98 = 309,068 shares; Yvonne M. Huson, Individually = 958 shares; TOTAL = 7,363,923 shares. |
3. As previously reported, on February 19, 1999, the Trust entered into a Subscription Agreement (the "February Subscription") pursuant to which the Company issued a 9.5% Convertible Note (the "February Note"). The Trust has the ability to convert the February Note at its option until the February Note is paid in full. |
4. As previously reported, on March 23, 1999, the Trust entered into a Subscription Agreement (the "March Subscription") pursuant to which the Company issued a 9.5% Convertible Note (the "March Note"). The Trust has the ability to convert the March Note at its option until the March Note is paid in full. |
5. As previously reported, on July 14, 2000, the Company granted Mr. Crabbe an option pursuant to its 1999 Directors' Stock Option Plan (the "Plan") to purchase shares of the Company's Common Stock. The option is fully vested and exercisable and expires on the later of July 14, 2010 or three months after Mr. Crabbe ceases to serve as a director of the Company. |
6. As previously reported, on January 1, 2001, the Company granted Mr. Crabbe an option pursuant to the Plan to purchase shares of Common Stock. The option is fully vested and exercisable and expires on the later of January 1, 2011 or three months after Mr. Crabbe ceases to serve as a director of the Company. |
7. As previously reported, on January 1, 2002, and pursuant to the Plan, the Company granted to Mr. Crabbe an option to purchase shares of Common Stock. The option expires on the later of January 1, 2012 or three months after Mr. Crabbe ceases to serve as a director of the Company. |
8. Pursuant to its November 19, 2003 Agreement to Convert, the Trust is required to convert this note within ten (10) days of the closing of the Company's minimum offering of 3,000,000 shares through the Company's public offering of its Common Stock pursuant to a Registration Statement on Form S-2, as amended. |
9. As previously reported, on September 9, 2003, and pursuant to the Plan, the Company granted to Mr. Crabbe an option to purchase shares of Common Stock. Pursuant to the Plan, the Company granted the option to Mr. Crabbe in consideration of his services as a member of the Company's Board of Directors. |
10. On December 18, 2003, the Company issued a convertible note (the "December Note") in the amount of $463,218.75 to the Phileo Foundation, a charitable foundation of which Mr. Crabbe is a trustee and president ("Phileo"). The December Note cancelled and replaced two, short-term loans in the aggregate principal amount of $400,000, plus interest accrued through December 12, 2003. |
11. Pursuant to a November 19, 2003 Agreement to Convert, Phileo is required to convert the December Note within ten (10) days of the closing of the Company's minimum offering of 3,000,000 shares through the Company's public offering of its Common Stock pursuant to a Registration Statement on Form S-2, as amended. |
12. No such amount applies. This information is reflected on this Form 4 for the sole purpose of providing data in this field to ensure that this Form 4 will be accepted through the SEC's filing system. |
Remarks: |
Stacie L. Brown, Attorney-in- Fact for James E. Crabbe | 12/18/2003 | |
** 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. |