FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/14/2012 |
3. Issuer Name and Ticker or Trading Symbol
Flux Power Holdings, Inc. [ FLUX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option | (1)(2) | 12/03/2020 | Common Stock | 295,470 | $0.04 | D | |
Stock Option | (1)(3) | 04/24/2022 | Common Stock | 590,941 | $0.41 | D |
Explanation of Responses: |
1. In connection with the reverse acquisition of Flux Power, Inc., a California corporation ("Flux Power") by Flux Power Holdings, Inc. (the "Issuer"), pursuant to the Securities Exchange Agreement dated May 18, 2012 by and among the Issuer, Flux Power and all the shareholders of Flux Power ("Flux Shareholders"), on June 14, 2012, the Issuer issued new shares of common stock to the Flux Shareholders, and assumed the Flux Power 2010 Option Plan (the "Plan") and all of the outstanding options, based on an exchange ratio of 2.9547039 ("Share Exchange Ratio"). The Reporting Person was originally granted options by Flux Power to purchase shares of common stock (the "Options") under the Flux Power 2010 Option Plan ("Plan"). In connection with the reverse acquisition, the Issuer assumed the Plan and the Options based on the Exchange Ratio. As a result, the Reporting Person holds options to purchase the number of shares of common stock of the Issuer at the exercise price disclosed in this for |
2. The options were originally granted on December 3, 2010 and are fully vested. |
3. The options were originally granted on April 24, 2012 and are subject to vesting schedule as follows: 12.5% of the shares vest each quarter for two years. |
Remarks: |
/s/ Craig Miller | 06/18/2012 | |
** 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 5 (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. |