0001615774-15-000738.txt : 20150414 0001615774-15-000738.hdr.sgml : 20150414 20150414170303 ACCESSION NUMBER: 0001615774-15-000738 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150325 FILED AS OF DATE: 20150414 DATE AS OF CHANGE: 20150414 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VERTICAL COMPUTER SYSTEMS INC CENTRAL INDEX KEY: 0001099509 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 880441551 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 WEST RENNER ROAD, STREET 2: SUITE 300, CITY: RICHARDSON, STATE: TX ZIP: 75082 BUSINESS PHONE: (972) 437-5200 MAIL ADDRESS: STREET 1: 101 WEST RENNER ROAD, STREET 2: SUITE 300, CITY: RICHARDSON, STATE: TX ZIP: 75082 FORMER COMPANY: FORMER CONFORMED NAME: SCIENTIFIC FUEL TECHNOLOGY INC DATE OF NAME CHANGE: 19991122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WADE RICHARD S CENTRAL INDEX KEY: 0001117823 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28685 FILM NUMBER: 15769804 MAIL ADDRESS: STREET 1: 6336 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90048 4 1 s100973_form4.xml 4 X0306 4 2015-03-25 0 0001099509 VERTICAL COMPUTER SYSTEMS INC VCSY 0001117823 WADE RICHARD S 101 WEST RENNER ROAD SUITE 300 RICHARDSON TX 75082 1 1 0 0 President/CEO Common Stock 2015-03-25 4 A 0 2809983 0.00 A 78350190 D On March 25, 2015, pursuant to two indemnity and reimbursement agreements executed between MRC and Vertical Computer Systems, (the "Company"), the Company issued a total of 2,809,983 shares of our common stock to reimburse MRC. Of these shares, the Company was obligated to reimburse MRC with, 1,309,983 shares of common stock had been pledged by MRC and sold by a third party lender in 2009 in connection with a $96,946 promissory note, 500,000 shares of common stock had been wrongfully converted by the same lender in 2014, and 1,000,000 shares of common stock had been transferred to another third party lender in October 2013 on the Company's behalf for a $100,000 loan made by the lender to the Company. Because the shares granted to MRC were replacement shares of the Company's common stock for MRC had transferred on behalf of the Company, there is no purchase price. The aggregate value of the shares MRC had pledged that were sold and shares that transferred on behalf of the Company was $113,999 which is based on the derivative liability the Company had accrued on the date the Company reimbursed MRC with the 2,809,983 shares. MRC has assigned its claim against the third party lender for the lender's wrongful conversion of 500,000 common shares to the Company and we are pursuing the claim in the third party lender's bankruptcy proceeding. Richard Wade, the President and CEO of the Company, directly owns 3,417,647 shares of the Company's common stock and beneficially owns 74,932,543 shares of the Company's common stock through Mountain Reservoir Corporation ("MRC") for a total of 78,350,190 shares of the Company's common stock at the filing date of this Report. MRC is controlled by the W5 Family Trust. Richard Wade, the President and CEO of the Company, is the trustee of the W5 Family Trust. /s/ Richard S. Wade 2015-04-14