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
Blackwater Midstream Corp. [ BWMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/08/2009 | ||||||||||||||||||||||||||
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 | 12/08/2009 | A | 93,750 | A | $0.32 | 820,595 | I | By Affiliate Entity(1) | ||
Common Stock | 12/08/2009 | A | 156,250 | A | $0.32 | 976,845 | I | By Affiliate Entity(2) | ||
Common Stock | 12/08/2009 | A | 60,000 | A | $0.32 | 1,036,845 | 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 | ||||||||
Stock Option (Right to Buy)(4) | $0.35 | 12/07/2009 | A | 400,000 | 12/07/2009 | 12/07/2019 | Common Stock | 400,000 | $0 | 400,000 | D |
Explanation of Responses: |
1. Shares were awarded in conjunction with a promissory note agreement, dated January 1, 2009 between the Issuer and No Logo Air, Inc., an entity owned by Mr. Mathijs van Houweninge. |
2. Shares were awarded in conjunction with a promissory note agreement, dated January 1, 2009 between the Issuer and Ter Mast Beheer Utrecht B.V., an entity owned by Mr. Mathijs van Houweninge. |
3. Shares were awarded as per the Blackwater Midstream Corp. 2008 Incentive Plan in consideration for services rendered as a member of the Issuer's Board of Directors. |
4. The stock options were issued in consideration for services rendered as a member of the Issuer's Board of Directors. The vesting schedule is as follows: 57,142 options vest immediately, 171,429 options vest on the date of the Issuer's Annual Shareholders meeting in 2010, and 171,429 options vest on the date of the Issuer's Annual Shareholders meeting in 2011. |
Remarks: |
/s/ Mathijs van Houweninge | 12/08/2009 | |
** 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. |