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) 01/24/2017 |
3. Issuer Name and Ticker or Trading Symbol
TOWERSTREAM CORP [ TWER ] |
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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 | ||||
Options to Purchase Common Stock | (1) | 01/01/2026 | Common Stock | 2,500 | $7 | D | |
Options to Purchase Common Stock | (2) | 09/16/2026 | Common Stock | 75,000 | $1.48 | D | |
Options to Purchase Common Stock | (3) | 01/03/2027 | Common Stock | 25,000 | $0.2 | D | |
Options to Purchase Common Stock | (4) | 01/24/2027 | Common Stock | 940,193 | $0.17 | D | |
Options to Purchase Common Stock | (5) | 01/24/2027 | Common Stock | 1,096,892 | $0.17 | D |
Explanation of Responses: |
1. Vested monthly over a one-year period from January 1, 2016. |
2. Granted on September 16, 2016 and vests six months thereafter. |
3. Granted on January 3, 2017 and vests six months thereafter. |
4. One-third vests on the one-year anniversary of the date of grant and the remaining two-thirds vest in eight subsequent equal quarterly installments following the one-year anniversary of the date of grant, so long as Reporting Person remains employed by the Issuer on the vesting date. |
5. 50% vests upon three consecutive quarters with positive cash flow and 50% vests upon sale of the Issuer's grandfathered earth station and related assets for gross proceeds equal to or greater than $15,000,000. |
/s/ Ernest Ortega | 02/02/2017 | |
** 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. |