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
SecureAlert, Inc. [ SCRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/05/2013 |
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)(2) | 06/13/2013 | P | 556,648 | A | $7.5 | 1,184,899 | D(3) | |||
Common Stock(1)(2) | 09/30/2013 | C(4) | 3,905,917 | A | $4.5 | 5,090,816 | D(3) | |||
Common Stock(1)(2) | 10/30/2013 | S | 556,648 | D | $7.5 | 4,534,168(6) | D(5) |
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 | ||||||||
Convertible Loan | $4.5 | 09/30/2013 | C(4) | $16,640,000 | 03/01/2013 | 06/17/2014 | Common Stock | 3,905,917 | $0 | 0 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 4 is filed jointly by Sapinda Asia Limited ("Sapinda Asia") and Lars Windhorst (collectively, the "Reporting Persons"). As the sole shareholder of Sapinda Asia, Mr. Windhorst may be deemed to beneficially own the Common Stock beneficially owned by Sapinda Asia. Mr. Windhorst disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein. |
2. 200-for-1 reverse stock split of the Common Stock took effect on March 25, 2013. |
3. Mr. Windhorst directly owns the 556,648 shares of Common Stock acquired on June 13, 2013. |
4. On September 30, 2013, pursuant to the Loan and Security Agreement between Sapinda Asia and the Issuer, Sapinda Asia converted the entire principal of $16,640,000 and the accrued and unpaid interest under the loan into 3,905,917 shares of Common Stock at a post-reverse stock split rate of $4.50 per share. |
5. Mr. Windhorst directly owned the 556,648 shares of Common Stock disposed of on October 30, 2013. |
6. The original Form 4 filed on November 5, 2013 incorrectly reported the sale of 628,251 shares of Common Stock on October 29, 2013 at a sale price of $19.00 per share. No such transaction occurred and Sapinda Asia remains the direct and beneficial owner of the 628,251 shares of Common Stock, as evidenced by the attached statement from American Stock Transfer & Trust Company, dated as of November 15, 2013. Sapinda Asia was in discussions to sell the 628,251 shares of Common Stock in a private transaction, but no agreement could be reached and the transaction was not completed. This amended report is filed to correct this error and properly state the Reporting Persons' beneficial ownership of 4,534,168 shares of Common Stock in the Issuer. |
Remarks: |
The original Form 4 filed on November 5, 2013 incorrectly reported the sale of 628,251 shares of Common Stock on October 29, 2013 at a sale price of $19.00 per share. No such transaction occurred and Sapinda Asia remains the direct and beneficial owner of the 628,251 shares of Common Stock, as evidenced by the attached statement from American Stock Transfer & Trust Company, dated as of November 15, 2013. Sapinda Asia was in discussions to sell the 628,251 shares of Common Stock in a private transaction, but no agreement could be reached and the transaction was not completed. This amended report is filed to correct this error and properly state the Reporting Persons' beneficial ownership of 4,534,168 shares of Common Stock in the Issuer. |
Sapinda Asia Limited; By: /s/ Lars Windhorst, Authorized Signatory | 11/15/2013 | |
By: /s/ Lars Windhorst | 11/15/2013 | |
** 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. |