0001213900-19-006136.txt : 20190410 0001213900-19-006136.hdr.sgml : 20190410 20190410191936 ACCESSION NUMBER: 0001213900-19-006136 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190331 FILED AS OF DATE: 20190410 DATE AS OF CHANGE: 20190410 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jennings Miles L CENTRAL INDEX KEY: 0001721114 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53641 FILM NUMBER: 19742574 MAIL ADDRESS: STREET 1: 4 OAKLAND STREET CITY: BRISTOL STATE: CT ZIP: 06010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRULI TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001462223 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 263090646 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 100 WAUGH DR. SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77007 BUSINESS PHONE: (888) 925-7010 MAIL ADDRESS: STREET 1: 100 WAUGH DR. SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77007 FORMER COMPANY: FORMER CONFORMED NAME: Truli Media Group, Inc. DATE OF NAME CHANGE: 20120709 FORMER COMPANY: FORMER CONFORMED NAME: SA Recovery Corp. DATE OF NAME CHANGE: 20090417 4 1 ownership.xml OWNERSHIP DOCUMENT X0306 4 2019-03-31 0 0001462223 TRULI TECHNOLOGIES, INC. TRLI 0001721114 Jennings Miles L 100 WAUGH DR. SUITE 300, HOUSTON TX 77007 1 1 1 0 CEO Series E Convertible Preferred Stock 0.02 2019-03-31 4 J 0 176622 A Common Stock 176622 D The Reporting Person received 176,622 shares of Series E Convertible Preferred Stock, par value $0.0001 per share (the "Series E Preferred Stock") of the Issuer pursuant to the Agreement and Plan of Merger, dated March 31, 2019, by and among the Issuer, Truli Acquisition Co., Inc., and Recruiter.com, Inc. Each share of Series E Preferred Stock initially converts into 1,000 shares of common stock, par value $0.0001 (the "Common Stock") of the Issuer. The Series E Preferred Stock has no expiration date. The Certificate of Designation of Series E Preferred Stock contains a conversion cap, pursuant to which at no time may all or a portion of the shares of Series E Preferred Stock be converted if the number of shares of Common Stock to be issued upon such conversion would cause the beneficial ownership of any holder of Series E Preferred Stock, including the Reporting Person, to exceed, when aggregated with all other shares of Common Stock beneficially owned by such holder at such time, the number of shares of Common Stock equal to 4.99% of all of the Common Stock issued and outstanding at such time. This provision may be waived by the holder by written notice to the Issuer, which notice shall be effective 61 calendar days after the date of such notice. Additionally, in no event shall any shares of Series E Preferred Stock be converted if after giving effect to the conversion, any holder of Series E Preferred Stock, including the Reporting Person, would beneficially own more than 9.99% of all of the Common Stock issued and outstanding at such time. Based on the 139,830,306 shares of Common Stock of the Issuer outstanding as of the date of this Report and subject to the waiver of the conversion cap by the Reporting Person, the Reporting Person cannot convert any shares of Series E Preferred Stock. Not applicable /s/ Miles Jennings 2019-04-10