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
Coda Octopus Group, Inc. [ CODA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2018 | ||||||||||||||||||||||||||
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 | 02/12/2018 | P | 2,777 | A | $4.61 | 1,030,903 | I | Through Forest Manor N.V. | ||
Common Stock | 02/13/2018 | P | 45,600 | A | $4.65 | 1,076,503 | I | Through Forest Manor N.V. | ||
Common Stock | 03/26/2018 | P | 7,324 | A | $3.35 | 1,083,827 | I | Through Forest Manor N.V. | ||
Common Stock | 03/27/2018 | P | 167,180 | A | $3.35 | 1,251,007 | I | Through Forest Manor N.V. | ||
Common Stock | 11/08/2018 | P | 23,965 | A | $4.4 | 1,274,972 | I | See Footnote(1) | ||
Common Stock | 03/21/2019 | S | 17,162 | D | $11.35 | 1,257,810 | I | Through Sandy Hills BV(2) | ||
Common Stock | 03/21/2019 | S | 5,197 | D | $11.45 | 1,252,613 | I | Through Sandy Hills BV | ||
Common Stock | 03/22/2019 | S | 3,244 | D | $11 | 1,249,369 | I | Through Sandy Hills BV | ||
Common Stock | 03/25/2019 | S | 2,002 | D | $11 | 1,247,367 | I | Through Sandy Hills BV | ||
Common Stock | 03/26/2019 | S | 8,534 | D | $10.8 | 1,238,833 | I | Through Sandy Hills BV | ||
Common Stock | 03/26/2019 | S | 2,229 | D | $10.75 | 1,236,604 | I | Through Sandy Hills BV | ||
Common Stock | 03/27/2019 | S | 1,902 | D | $10.51 | 1,234,702 | I | Through Sandy Hills BV | ||
Common Stock | 03/28/2019 | S | 5,200 | D | $10.11(3) | 1,229,502 | I | Through Sandy Hills BV | ||
Common Stock | 04/01/2019 | S | 17,830 | D | $10.09(4) | 1,211,672 | I | Through Sandy Hills BV | ||
Common Stock | 04/02/2019 | S | 20,770 | D | $10.19(5) | 1,190,902 | I | Through Sandy Hills BV | ||
Common Stock | 04/03/2019 | S | 890 | D | $10.3 | 1,190,012 | I | Through Sandy Hills BV |
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 |
Explanation of Responses: |
1. Of the 1,274,972 shares owned by the reporting person, 23,965 are held indirectly through Sandy Hills BV and 1,251,007 are held indirectly through Forest Manor N.V. |
2. On December 12, 2018, the shares held by Forest Manor N.V. were transferred to Sandy Hills BV in a transaction exempt under Rule 16a-13. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.01 to $10.20, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Footnote (3). |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.01 to $10.30, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Footnote (4). |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.15 to $10.40, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Footnote (5). |
Remarks: |
/s/ Drs FH Fentener van Vlissingen | 05/17/2019 | |
** 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. |