0001144204-15-000463.txt : 20150105 0001144204-15-000463.hdr.sgml : 20150105 20150105163334 ACCESSION NUMBER: 0001144204-15-000463 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141231 FILED AS OF DATE: 20150105 DATE AS OF CHANGE: 20150105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HICKOK INC CENTRAL INDEX KEY: 0000047307 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 340288470 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 10514 DUPONT AVE CITY: CLEVELAND STATE: OH ZIP: 44108 BUSINESS PHONE: 2165418060 MAIL ADDRESS: STREET 1: 10514 DUPONT AVE CITY: CLEVELAND STATE: OH ZIP: 44108 FORMER COMPANY: FORMER CONFORMED NAME: HICKOK ELECTRICAL INSTRUMENT CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Three Bears Trust CENTRAL INDEX KEY: 0001624577 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-00147 FILM NUMBER: 15505410 BUSINESS ADDRESS: STREET 1: 1660 WEST 2ND STREET, SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: 216-583-7240 MAIL ADDRESS: STREET 1: 1660 WEST 2ND STREET, SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRAWFORD MATTHEW V CENTRAL INDEX KEY: 0001132148 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-00147 FILM NUMBER: 15505411 4 1 v398008_form4.xml FORM 4 X0306 4 2014-12-31 0 0000047307 HICKOK INC HICKA 0001132148 CRAWFORD MATTHEW V 10514 DUPONT AVE. CLEVELAND OH 44108 1 0 1 0 0001624577 Three Bears Trust 1660 WEST 2ND STREET, SUITE 1100 CLEVELAND OH 44113 1 0 1 0 Class B Common Stock 2014-12-31 2014-12-31 4 J 0 20000 A 40000 I See Footnote Convertible Loan Agreement 1.85 2014-12-31 2014-12-31 4 A 0 387503 A 2014-12-31 2015-12-30 Class B Common Stock 387503 487503 I See Footnote This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). The ownership of the Hickok, Inc. (the "Issuer") securities is directly held by Roundball, LLC ("Roundball") (reporting separately). Three Bears Trust (the "trust") owns 50% of Roundball and, therefore, such ownership of the Issuer securities are indirectly attributable to the trust and Mr. Crawford. Mr. Crawford is the trustee of the trust; the beneficiaries of the trust are his three minor children. Under the operating agreement between the investors of Roundball, the trust has the right to consent to major decisions and, therefore, Mr. Crawford, as trustee, shares investment control of Roundball. Consistent with instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Roundball is reported. For purposes of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. The shares were issued as consideration to Roundball for entering into Amendment No. 3 to the Convertible Loan Agreement. Roundball also holds 320,918 shares of Class A Common Stock. Pursuant to the Convertible Loan Agreement, as amended, Roundball has the right to convert all amounts outstanding into the Issuer's Class B Common Stock (including standard anti-dilution provisions). The amount that could be borrowed by the Issuer is up to approximately $716,880. The Issuer's articles of incorporation require it to seek approval from its shareholders for issuance of any Class B Common Stock. The Borrower agrees to include such a proposal in its 2015 Annual Meeting proxy materials. Included in the total are 100,000 shares of Class A Common Stock held by Roundball. Exhibit: Joint Filer Information /s/ Molly Z. Brown, poa for Matthew V. Crawford 2015-01-05 /s/ Molly Z. Brown, poa for Matthew V. Crawford, trustee 2015-01-05 EX-99.1 2 v398008_ex99-1.htm EXHIBIT 99.1

 

 Exhibit 99.1

Joint Filer Information

 

 

 

Names: The Three Bears Trust

 

Address: 1660 West 2nd Street, Suite 1100, Cleveland, OH 44113-1448

Designated Filer: Matthew V. Crawford

 

Issuer and Ticker Symbol: Hickok Inc. [HICKA]

 

Date of Event Requiring Statement: December 31, 2014

 

The undersigned, The Three Bears Trust, is jointly filing the attached Initial Statement of Beneficial Ownership on Form 4 with Matthew V. Crawford with respect to the beneficial ownership of securities of Hickok Inc.

Signature:

 

THE THREE BEARS TRUST  
     
     
     
By: /s/ Molly Z. Brown, poa for Matthew V. Crawford, trustee    
Name: Matthew V. Crawford  
Title: Trustee, The Three Bears Trust