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
SG BLOCKS, INC. [ SGBX*** ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2016 | ||||||||||||||||||||||||||
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 | 06/30/2016 | J(1) | 30,432(2) | A | $0 | 30,432 | I(2) | By Tag Partners, LLC |
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 Options (right to buy) | $1(3) | 11/01/2016 | A(4) | 40,000 | (5) | 10/31/2026 | Common Stock | 40,000 | $0 | 40,000 | D | ||||
Stock Options (right to buy) | $0.01(6) | 11/01/2016 | A(7) | 294,819 | (8) | 10/31/2026 | Common Stock | 294,819 | $0 | 294,819 | D |
Explanation of Responses: |
1. These securities were acquired pursuant to the Issuer's Amended Plan of Reorganization, approved by the U.S. Bankruptcy Court for the Southern District of New York on May 23, 2016 (the "Plan"). |
2. Shares are held by Tag Partners, LLC, of which Paul Galvin is a managing member and in which he has a controlling interest. As a result, Mr. Galvin may be deemed to beneficially own the shares of common stock owned by Tag Partners, LLC. Mr. Galvin specifically disclaims beneficial ownership of the shares of common stock held by Tag Partners, LLC, except to the extent of his pecuniary interest therein, and this filing shall not be deemed to be an admission that Mr. Galvin is the beneficial owner of such shares of common stock. |
3. The options are exercisable at the greater of $1.00 and fair market value, which will be determined within 90 days of the date of grant. |
4. The options were issued pursuant to the Issuer's Stock Option Plan. |
5. The options vest, subject to the Reporting Person's continued role as a director, in equal installments of 10,000 shares of underlying common stock on the last day of each fiscal quarter following the date of grant until the options are 100% vested. |
6. The options are exercisable at the greater of $0.01 and fair market value, which will be determined within 90 days of the date of grant. |
7. The options were issued pursuant to the Plan under the Issuer's Stock Option Plan. |
8. 131,031 of the underlying shares have vested as of the date of grant and 54,596 underlying shares vest, subject to the Reporting Person's continued employment, on each of the first, second and third anniversary of the date of grant. |
Remarks: |
*** The Issuer currently intends to apply for quotation or listing under this symbol in the future. |
/s/ Paul M. Galvin | 11/03/2016 | |
** 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. |