0001493152-18-008059.txt : 20180531 0001493152-18-008059.hdr.sgml : 20180531 20180531160512 ACCESSION NUMBER: 0001493152-18-008059 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180529 FILED AS OF DATE: 20180531 DATE AS OF CHANGE: 20180531 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Keen Brandy Marie CENTRAL INDEX KEY: 0001608502 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54286 FILM NUMBER: 18871590 MAIL ADDRESS: STREET 1: 840 TURPIN WAY CITY: ERIE STATE: CO ZIP: 80516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Keen Stephen Banks CENTRAL INDEX KEY: 0001608505 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54286 FILM NUMBER: 18871589 MAIL ADDRESS: STREET 1: 840 TURPIN WAY CITY: ERIE STATE: CO ZIP: 80516 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Surna Inc. CENTRAL INDEX KEY: 0001482541 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 273911608 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1780 55TH STREET, SUITE C CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-993-5271 MAIL ADDRESS: STREET 1: 1780 55TH STREET, SUITE C CITY: BOULDER STATE: CO ZIP: 80301 4 1 form4.xml X0306 4 2018-05-29 0 0001482541 Surna Inc. SRNA 0001608502 Keen Brandy Marie 6914 PEACE STREET FREDERICK CO 80530 0 0 1 0 0001608505 Keen Stephen Banks 6914 PEACE STREET FREDERICK CO 80530 0 0 1 0 Restricted Stock Units 0.00 2018-05-29 2018-05-29 4 A 0 4800000 0.00 A Common Stock 4800000 4800000 D Common Stock Repurchase Agreement 0.00 2018-05-29 2018-05-29 4 J 0 0 D Common Stock 0 D Preferred Stock Option Agreement 0.00 2018-05-29 2018-05-29 4 J 0 0 D Preferred Stock 35189669 0 D On May 29, 2018, the Issuer's Board of Directors (the "Board") granted Brandy M. Keen a total of 4,800,000 restricted stock units ("RSUs"), which vest as follows: (i) 1,000,000 RSUs would vest on June 30, 2018, subject to her continued employment through the vesting date, (ii) 1,000,000 RSUs would vest on December 31, 2018, subject to her continued employment through the vesting date, (iii) 1,000,000 RSUs would vest on June 30, 2019, subject to her continued employment through the vesting date, (iv) 1,000,000 RSUs would vest on December 31, 2019, subject to her continued employment through the vesting date, and (v) 800,000 RSUs would vest on April 30, 2020, subject to her continued employment through the vesting date. The foregoing RSUs would continue to vest if Ms. Keen's employment is terminated by the Issuer without cause. On May 29, 2018, the Board approved, and the Issuer and Brandy M. and Stephen B. Keen (the "Keens") entered into, a Stock Repurchase Agreement under which the Issuer will repurchase a portion of the shares of the Issuer's common stock held by the Keens (the "Shares"), which number of Shares will be based on the repurchase price per share and would result in an aggregate maximum repurchase price of $400,000 (the "Repurchased Shares"). The Issuer's obligation to repurchase the Repurchased Shares is contingent on the closing of a private placement offering to accredited investors. The repurchase price per each Repurchased Share will be a price equal to: (i) 80% of the unit price paid by investors, or (ii) 100% of the share price paid by investors. The execution of the Stock Repurchase Agreement, and the sale of the Repurchased Shares by the Keens, are transactions exempt from Section 16(b) of the Exchange Act. On May 29, 2018, the Board approved, and the Issuer and the Keens entered into, a Preferred Stock Option Agreement under which the Company has the right, but not the obligation, to acquire all 35,189,669 shares of preferred stock owned by the Keens (the "Preferred Stock"). Pursuant to the Preferred Stock Option Agreement, upon exercise of the option by the Issuer, the Issuer will issue one share of common stock for each 1,000 shares of Preferred Stock purchased by the Issuer. The common stock issued upon exercise will be restricted shares. The option will expire on April 30, 2020. As consideration for the Keens' grant of the option, the Issuer will pay them $5,000. The execution of the Preferred Stock Option Agreement, and the sale of the shares of Preferred Stock by the Keens upon exercise of the option by the Issuer, are transactions exempt from Section 16(b) of the Exchange Act. On May 10, 2018, Brandy M. Keen resigned as the Issuer's Vice President and Secretary and as a member of the Issuer's Board of Directors. /s/ Brandy M. Keen 2018-05-31 /s/ Stephen B. Keen 2018-05-31