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
PEN INC. [ PENC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2019 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 01/31/2019 | P | 47,120 | A | $0.4 | 47,120 | I | See footnote(1) |
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 | $1.5 | 01/31/2019 | P | 47,120 | 01/31/2019 | (2) | Class A common stock | 47,120 | $0.03 | 47,120 | I | See note(1) | |||
Options | $1 | 01/31/2019 | P | 29,615 | 01/31/2019 | 06/30/2019 | Class A common stock | 29,615 | $0.03 | 29,615 | I | See note(1) | |||
Warrant Options | $0.03 | 01/31/2019 | P | 29,615 | 01/31/2019 | (3) | Class A common stock | 29,615 | $0.03 | 29,615 | I | See note(1) |
Explanation of Responses: |
1. Shares acquired indirectly and derivative securities acquired indirectly were purchased indirectly through the purchase of an interest in an investing entity that acquired the issuer's securities in a private placement. Reporting person shares voting control over the securities held by the investing entity but reporting person disclaims beneficial ownership of the securities held by the entity for which he does not have pecuniary interest and this filing should not be construed as an admission that the reporting person is the beneficial owner of these securities. |
2. Some warrants will expire on the earlier of October 16, 2022 or the date that the Class A common stock has been trading at or above 120% of the exercise price for a period of 90 days, the rest will expire on the earlier of 1/31/2023 or the date that the Class A common stock has been trading at or above 120% of the exercise price for a period of 90 days. |
3. Warrant Option can only be purchased after exercise of Option and only for that number of shares purchased as a result of option exercise. If exercised, warrant issued on exercise of Warrant Option will have warrant exercise price of $2.00 per share and will expire on the earlier of October 16, 2022 or date that the Class A common stock has been trading at or above 120% of the exercise price for a period of 90 days. |
/s/ Tom. Berman | 02/04/2019 | |
** 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. |