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
NEW FRONTIER ENERGY INC [ NFEI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/19/2009 | ||||||||||||||||||||||||||
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 | 3,365,500 | D(4) | ||||||||
Common Stock | 11/19/2009 | P | 6,500,000(5) | A | $0.1 | 37,452,480 | I(1) | Owned by Iris Energy Holdings Ltd |
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 | ||||||||
Options to acquire Common Stock | $1.5 | 10/01/2009 | J(1) | 9,523,800 | 12/01/2006 | 12/01/2009 | Common Stock | 9,523,800 | $.00 | 10,773,800 | I(2)(3)(4) | Iris Energy Holdings, Ltd. | |||
Options to acquire Common Stock | $1.5 | 10/01/2009 | J(1) | 2,857,140 | 01/17/2007 | 01/17/2010 | Common Stock | 2,857,140 | $.00 | 13,630,940 | I(2)(3)(4) | Iris Energy Holdings, Ltd. | |||
Options to acquire Common Stock | $2 | 10/01/2009 | J(1) | 4,762,000 | 12/01/2006 | 12/01/2009 | Common Stock | 4,762,000 | $.00 | 18,392,940 | I(2)(3)(4) | Iris Energy Holdings, Ltd. | |||
Options to acquire Common Stock | $2 | 10/01/2009 | J(1) | 1,428,600 | 01/17/2007 | 01/17/2010 | Common Stock | 1,428,600 | $.00 | 19,821,540 | I(2)(3)(4) | Iris Energy Holdings, Ltd. | |||
Common Stock Underlying Series C Preferred Stock | $1.05 | 10/01/2009 | J(1) | 12,380,940 | 12/01/2006 | 12/01/2009 | Common Stock | 12,380,940 | $.00 | 32,202,480 | I(2)(3)(4) | Iris Energy Holdings, Ltd. |
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. Effective October 1, 2009, Mr. Veera was appointed the sole director of Iris Energy Holding Ltd., a Somoa company. |
2. Between December 1, 2006 and January 17, 2007, Iris Energy used its working capital to purchase 130,000 shares of New Frontier Energy, Inc.'s (the "Issuer") 2.5% Series C Cumulative Convertible Preferred Stock (the "Series C Preferred Stock") and acquired the 12,380,940 warrants to acquire shares of the Issuer's $0.001 par value common stock at a price of $1.50 per share (the "AC Warrants") and 6,190,600 warrants to acquire shares of the Issuer's $0.001 par value common stock at a price of $2.00 per share (the "BC Warrants") for $13,000,000. |
3. The terms of the Series C Preferred Stock, the AC Warrants and the BC Warrants contained certain conversation/exercise cap limitations that prevented Iris Energy from acquiring greater than 9.99% beneficial ownership of the shares of Common Stock underlying these securities. These conversation cap limitations expired by their terms on or about October 1, 2009. The Series C Preferred Stock is mandatorily convertible into shares of Common Stock on December 1, 2009. |
4. Represents 2,056,500 shares of the Issuer's $0.001 par value common stock ("Common Stock") and a two year option to acquire 1,250,000 shares of the Company's Common Stock at a price of $0.20 per share granted to Mr. Veera on August 17, 2009. |
5. Reflects the purchase by Iris Energy Holdings Ltd. of 6,500,000 shares of the Issuer's Common Stock on November 19, 2009 at a price of $0.10 per share |
/s/ Samyak Veera | 11/19/2009 | |
/s/ Samyak Veera, Director of Iris Energy Holdings, Ltd. | 11/19/2009 | |
** 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. |