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
AXTIVE CORP [ AXTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2004 | ||||||||||||||||||||||||||
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, $0.01 par value | 02/26/2004 | 02/26/2004 | C | 8,695,951 | A | $0.0769 | 9,406,730 | D(1) | ||
Common Stock, $0.01 par value | 02/26/2004 | 02/26/2004 | C | 1,129,998 | A | $1 | 10,536,728(2) | D(3) |
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 | ||||||||
Warrant to Purchase Common Stock | $1.1 | 02/26/2004 | 02/26/2004 | C | 3,342,315 | 12/15/2003 | 12/15/2008 | Common Stock, $0.01 par value | 3,342,315 | $0 | 0 | D(4) | |||
Series A Convertible Preferred Stock, $0.01 par value | $1 | 02/26/2004 | 02/26/2004 | C | 750 | 04/01/2003 | 08/08/1988 | Common Stock, $0.01 par value | 864,998 | $1,000 | 0 | D(5) | |||
Series A Convertible Preferred Stock, $0.01 par value | $1 | 02/26/2004 | 02/26/2004 | C | 250 | 05/23/2003 | 08/08/1988 | Common Stock, $0.01 par value | 265,000 | $1,000 | 0 | D(6) | |||
Warrant to Purchase Common Stock | $2 | 02/26/2004 | 02/26/2004 | J | 150,000 | 04/01/2004 | 04/01/2006 | Common Stock, $0.01 par value | 150,000 | $0 | 0 | D(7) | |||
Warrant to Purchase Common Stock | $2 | 02/26/2004 | 02/26/2004 | J | 50,000 | 05/23/2005 | 05/23/2007 | Common Stock, $0.01 par value | 50,000 | $0 | 0 | D(8) |
Explanation of Responses: |
1. Refects conversion of 12% Promissory Note in original principal amount of $668,463 and Warrant to Purchase Common Stock on February 26, 2004. The exact purchase price per share recorded was $0.07687. See footnote (4). |
2. All Common Stock numbers, common stock prices, and Preferred Stock conversion price have been adjusted to reflect the issuer's 1-for-10 reverse stock split effective on December 23, 2003. |
3. Reflects the automatic conversion of 1,000 shares of Preferred Stock directly owned by the reporting person based on the conversion price of $1.00. Conversion was determined by dividing the liquidation price with respect to the Preferred Stock (which is equal to the issuance price of $1,000 per share plus any accrued, but unpaid dividends) by the conversion price. The conversion reflects accrued, but unpaid dividends of $153.33 per share with respect to 750 shares of Preferred Stock and $60.00 per share with respect to 250 shares of Preferred Stock. |
4. The reporting person acquired the warrant from the issuer in connection with a private placement on December 15, 2003, of a 12% Promissory Note in the original principal amount of $668,463. The warrant and the note were converted into shares of the issuer's Common Stock pursuant to a private placement on February 26, 2004. |
5. See footnote (3). |
6. See footnote (3). |
7. The warrants, which were issued in connection with the purchase of Preferred Stock, were waived and terminated by the reporting person effective as of February 26, 2004 in connection with the automatic conversion of the Preferred Stock and the issuer's private placement of Common Stock on February 26, 2004. |
8. See footnote (7). |
GCA Strategic Investment Fund Limited by Michael Brown, Director | 03/01/2004 | |
** 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. |