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
BESTNET COMMUNICATIONS CORP [ BESC.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/16/2002 | ||||||||||||||||||||||||||
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 | 03/27/2003 | P | 1,500,000 | A | (1) | 1,474,500 | D | |||
Common Stock | 10/13/2003 | S | 22,500 | D | (2) | 1,474,500 | D | |||
Common Stock | 10/17/2003 | S | 3,000 | D | (3) | 1,474,500 | 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 | ||||||||
Convertible Note | $1 | 10/16/2002 | P | 1 | 10/16/2002 | (6) | Common Stock | 200,000 | $200,000 | 1 | D | ||||
Warrant | $1.5 | 10/16/2002 | P | 10,000 | 10/16/2002 | (6) | Common Stock | 10,000 | (4) | 100,000 | D | ||||
Series A Convertible Preferred Stock | $0.1 | 03/27/2003 | P | 500,000 | 09/17/2003 | (6) | Common Stock | 100,000 | (1) | 491,500 | D | ||||
Warrant | $0.3 | 03/27/2003 | P | 500,000 | 09/17/2003 | 03/27/2006 | Common Stock | 500,000 | (1) | 491,500 | D | ||||
Series A Convertible Preferred Stock | $0.1 | 10/13/2003 | S | 7,500 | 09/17/2003 | (6) | Common Stock | 15,000 | (2) | 491,500 | D | ||||
Warrant | $0.3 | 10/13/2003 | S | 7,500 | 09/17/2003 | 03/27/2006 | Common Stock | 7,500 | (2) | 491,500 | D | ||||
Series A Convertible Preferred Stock | $0.1 | 10/17/2003 | S | 1,000 | 09/17/2003 | (6) | Common Stock | 2,000 | (3) | 491,500 | D | ||||
Warrant | $0.3 | 10/17/2003 | S | 1,000 | 09/17/2003 | 03/27/2006 | Common Stock | 1,000 | (3) | 491,500 | D | ||||
Convertible Note | $1 | 11/14/2003 | J(5) | 1 | 11/14/2003 | (6) | Common Stock | 1,800,000 | (5) | 1 | D |
Explanation of Responses: |
1. The securities of the Issuer listed here are a component of the 500,000 units of Issuer purchased by Mr. Peterson (each a "Unit" and collectively, the "Units") for a purchase price of $.30 per Unit. Each Unit consists of (a) three shares of the Common Stock of the Issuer, (b) one share of the Series A Convertible Preferred Stock of Issuer and (c) one Warrant to purchase one share of the Common Stock of the Issuer. |
2. The securities of the Issuer listed here are a component of the 7,500 Units sold by Mr. Peterson on October 13, 2003 for a purchase price of $1.50 per Unit. |
3. The shares of the Common Stock of the Issuer listed here are a component of the 1,000 Units sold by Mr. Peterson on October 17, 2003 for a purchase price of $1.50 per Unit. |
4. These Warrants were Issued in connection with Mr. Peterson's purchase of the Convertible Note issued on October 16, 2002 (the "Note"). |
5. The terms of the Note referenced above were amended on November 14, 2003 to provide for (a) a decrease in the conversion price from $1.00 per share of the Common Stock of the Issuer to $.10 per share, (b) an extension of the Maturity Date of the Note to September 26, 2004, (b) an increase of the interest rate of the Note to 8% and (c) a termination of the Warrants issued in connection with the delivery of the Note upon conversion of the Note. |
6. These securities are not subject to a stated expiration date. |
Jerry W. Peterson | 11/28/2003 | |
** 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. |