FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/29/2004 |
3. Issuer Name and Ticker or Trading Symbol
ERF Wireless, Inc. [ ERFW ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 09/27/2004 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
ERF Wireless Common Stock | 2,667(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | 08/01/2004 | 07/29/2009 | Common stock | 1,192,055(2) | (2) | D | |
Stock Options (right to buy) | (3) | 07/29/2009 | Common stock | 1,000,000(3) | (3) | D |
Explanation of Responses: |
1. On 8/1/04, the board of directors granted R. Greg Smith options to purchase up to 1,000,000 shares of common stock at an exercise price equal to 115% of the lowest 5-day average closing price during the 12 months preceding the vesting event. The options vest based upon the cumulative revenue of the company after 8/1/04. 100,000 shares vest when cumulative revenue exceeds $1,000,000; 150,000 shares vest when cumulative revenue exceeds $5,000,000; 250,000 shares vest when cumulative revenue exceeds $10,000,000; and 500,000 shares vest when cumulative revenue exceeds $25,000,000. |
2. Under the Amended and Restated Employment Agreement with ERF Wireless, Inc., Mr. Smith is entitled to receive 63,827 shares of Series A Convertible Preferred Stock at $0.50 per share. The preferred stock is convertible at holders' option at one preferred share for 18.676347 shares common. Mr. Smith is therefore entitled to receive 1,192,055 shares of common stock following the conversion of the Series A Preferred Stock. |
3. n 8/1/04, the board of directors granted R. Greg Smith options to purchase up to 1,000,000 shares of common stock at an exercise price equal to 115% of the lowest 5-day average closing price during the 12 months preceding the vesting event. The options vest based upon the cumulative revenue of the company after 8/1/04. 100,000 shares vest when cumulative revenue exceeds $1,000,000; 150,000 shares vest when cumulative revenue exceeds $5,000,000; 250,000 shares vest when cumulative revenue exceeds $10,000,000; and 500,000 shares vest when cumulative revenue exceeds $25,000,000. |
R. Greg Smith | 07/19/2005 | |
** 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 5 (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. |