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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
PepperBall Technologies, Inc. [ PBAL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/19/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 5,504(1)(2) | I | By Cambridge Holdings Ltd(3) | |||||||
Common Stock | 67,244(1)(4) | I | By spouse | |||||||
Common Stock | 12/19/2008 | P | 120,000 | A | $0.1 | 367,693(10) | D | |||
Common Stock | 12/22/2008 | P | 40,000 | A | $0.1 | 407,693(11) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | ||||||||
Option (Right to Buy) | $9.86 | 05/05/2007(5) | 05/04/2016 | Common Stock | 10,000 | 10,000 | D | ||||||||
Option (Right to Buy) | $7 | 10/29/2005(5) | 10/28/2014 | Common Stock | 27,174 | 27,174 | D | ||||||||
Option (Right to Buy) | $7 | 03/02/2005(5) | 03/01/2015 | Common Stock | 10,870 | 10,870 | D | ||||||||
Warrant (Right to Buy) | $18 | 08/25/2005 | 07/18/2010 | Common Stock | 500(6) | 1,000 | D | ||||||||
Warrant (Right to Buy) | $18 | 08/25/2005 | 07/18/2010 | Common Stock | 2,500 | 5,000(1) | I | By Cambridge Holdings Ltd(3) | |||||||
Warrant (Right to Buy) | $9.5 | 04/01/2007 | 10/01/2010 | Common Stock | 6,000 | 12,000 | D | ||||||||
Series B Convertible Preferred Stock | $0 | 09/17/2008(9) | (8) | Common Stock | 15,000 | 3,000 | D | ||||||||
Warrant (Right to Buy) | $18 | 04/01/2007 | 07/18/2010 | Common Stock | 3,500 | 7,000(1) | I | By spouse | |||||||
Warrant (Right to Buy) | $9.5 | 04/01/2007 | 10/01/2010 | Common Stock | 7,000 | 14,000(1) | I | By spouse | |||||||
Series B Convertible Preferred Stock | $0 | 09/17/2008(9) | (8) | Common Stock | 5,250 | 1,050(1)(7) | I | By spouse | |||||||
Option (Right to Buy) | $2.42 | 01/16/2009(5) | 01/15/2018 | Common Stock | 25,000 | 25,000 | D |
Explanation of Responses: |
1. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
2. Includes 2,500 shares of Common Stock issuable upon exercise of warrants, whether or not presently exercisable. |
3. Reporting Person is President, director and principal shareholder of Cambridge Holdings Ltd. |
4. Includes (a) 14,630 shares of Common Stock held by Reporting Person's spouse as custodian for child, (b) 4,380 shares of Common Stock held by Jill Pusey, IRA, the investment retirement account of the Reporting Person's spouse, (c) 10,500 shares of Common Stock issuable upon exercise of warrants, whether or not presently exercisable, and (d) 5,250 shares of Common Stock issuable upon conversion of Series B Convertible Preferred Stock, whether or not presently convertible, held by Reporting Person's spouse as custodian for child. Does not include 160,750 shares of the issuer's Common Stock held jointly by the Reporting Person and the Reporting Person's spouse and reported elsewhere in this Form 4. |
5. Option vests annually in three equal annual installments, beginning on this date. |
6. Option held by Gregory Pusey IRA. |
7. Held by the Reporting Person's spouse as custodian for the Reporting Person's child. |
8. No expiration date. |
9. Each share of the Series B Convertible Preferred Stock is for no further consideration, convertible into 5 shares of the issuer's Common Stock on this date upon, which is the date the issuer's shareholders approved the conversion of the Series B Convertible Preferred Stock. |
10. Includes (a) 16,288 shares of Common Stock held by Gregory Pusey IRA, (b) 6,500 shares of Common Stock issuable upon exercise of warrants, whether or not presently exercisable, held by Gregory Pusey IRA, (c) 73,044 shares of Common Stock underlying options to purchase Common Stock, whether or not presently exercisable, and (d) 15,000 shares of Common Stock issuable upon conversion of shares of Series B Convertible Preferred Stock, whether or not presently convertible, and (f) 120,750 shares held jointly by Reporting Person and Reporting Person's spouse. |
11. Includes (a) 16,288 shares of Common Stock held by Gregory Pusey IRA, (b) 6,500 shares of Common Stock issuable upon exercise of warrants, whether or not presently exercisable, held by Gregory Pusey IRA, (c) 73,044 shares of Common Stock underlying options to purchase Common Stock, whether or not presently exercisable, and (d) 15,000 shares of Common Stock issuable upon conversion of shares of Series B Convertible Preferred Stock, whether or not presently convertible, and (f) 160,750 shares held jointly by Reporting Person and Reporting Person's spouse. |
/s/ Jill Pusey as attorney-in-fact | 12/23/2008 | |
** 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. |