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
Smokin Concepts Development Corp [ RIBS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/26/2013 | ||||||||||||||||||||||||||
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 | 09/16/2013 | S | 130,000 | D | $1 | 156,621(1) | I | By spouse | ||
Class A Preferred Stock(2) | 01/22/2014 | U | 3,265,089 | A | $0.35(3) | 3,265,089 | I | See note(4) | ||
Class A Preferred Stock(2) | 01/22/2014 | U | 3,265,089 | A | $0.35(5) | 3,265,089 | I | See note(6) | ||
Class A Preferred Stock(2) | 01/22/2014 | U | 228,034 | A | $0.35(7) | 228,034 | I | See note(8) | ||
Common Stock(2) | 01/22/2014 | U | 729,707 | A | $0.35(9) | 1,391,966 | I | See note(10) | ||
Common Stock(2) | 01/22/2014 | U | 182,427 | A | $0.35(11) | 182,427 | D |
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 | ||||||||
Stock Option(2) | $0.0685 | 01/22/2014 | U | 729,707 | (12) | 01/09/2019 | Common Stock | 729,707 | (13) | 929,707(14) | D |
Explanation of Responses: |
1. The Form 4 filed on 09/04/2013 for Mr. Roth incorrectly calculated the common stock indirectly owned by spouse following the reported transaction as 285,621. The correct amount of common stock owned by spouse following the reported transaction was 286,621. |
2. This transaction is exempt from Section 16b of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(d)(2). |
3. Contribution of 1,789,807 Class A Units of Bourbon Brothers Holding Company, LLC. Price calculated based on closing price of Company on 1/21/2014. |
4. By self as trustee for the JWR Living Trust Dated Nov. 19, 2012. |
5. Contribution of 1,789,807 Class A Units of Bourbon Brothers Holding Company, LLC. Price calculated based on closing price of Company on 1/21/2014. |
6. By spouse as trustee for the KMR Living Trust Dated Nov. 19, 2012. |
7. Contribution of 125,000 Class A Units of Bourbon Brothers Holding Company, LLC. Price calculated based on closing price of Company on 1/21/2014. |
8. By minor daughter. |
9. Contribution of 400,000 Class B Units of Bourbon Brothers Holding Company, LLC. Price calculated based on closing price of Company on 1/21/2014. |
10. By Accredited Members Acquisition Corp., an entity controlled by Mr. Roth. |
11. Contribution of 100,000 Class B Units of Bourbon Brothers Holding Company, LLC. Price calculated based on closing price of Company on 1/21/2014. |
12. These options are scheduled to vest in substantially equal annual installments over four years beginning on January 9, 2015. |
13. Contribution of 400,000 unexercised options for Class B Units in Bourbon Brothers Holding Company, LLC. |
14. The number of derivative securities beneficially owned following the reported transaction includes warrants to purchase 200,000 shares of common stock with terms as described in the Form 4 filed on 09/04/2013 for Mr. Roth. |
/s/ JW Roth | 01/24/2014 | |
** 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. |