0001140361-16-058015.txt : 20160316
0001140361-16-058015.hdr.sgml : 20160316
20160316153254
ACCESSION NUMBER: 0001140361-16-058015
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150331
FILED AS OF DATE: 20160316
DATE AS OF CHANGE: 20160316
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Protea Biosciences Group, Inc.
CENTRAL INDEX KEY: 0001335103
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1311 PINEVIEW DRIVE
STREET 2: SUITE 501
CITY: MORGANTOWN
STATE: WV
ZIP: 26505
BUSINESS PHONE: 304 292-2226
MAIL ADDRESS:
STREET 1: 1311 PINEVIEW DRIVE
STREET 2: SUITE 501
CITY: MORGANTOWN
STATE: WV
ZIP: 26505
FORMER COMPANY:
FORMER CONFORMED NAME: Protea Biosciences Inc.
DATE OF NAME CHANGE: 20110908
FORMER COMPANY:
FORMER CONFORMED NAME: SRKP 5 INC
DATE OF NAME CHANGE: 20050803
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AUSTIN JOSIAH T
CENTRAL INDEX KEY: 0000932267
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51474
FILM NUMBER: 161509570
MAIL ADDRESS:
STREET 1: 4673 CHRISTOPHER PLACE
CITY: DALLAS
STATE: TX
ZIP: 75204
4
1
doc1.xml
FORM 4
X0306
4
2015-03-31
0
0001335103
Protea Biosciences Group, Inc.
PRGB
0000932267
AUSTIN JOSIAH T
1311 PINEVIEW DRIVE, SUITE 501
MORGANTOWN
WV
26505
1
0
1
0
Common Stock
2015-03-31
4
J
0
5700248
0
A
12374973
I
By El Coronado Holdings, LLC
Common Stock
2015-03-31
4
J
0
142504
0
A
12517477
I
By El Coronado Holdings, LLC
Common Stock
2015-04-14
4
J
0
1712333
0
A
14229810
I
By El Coronado Holdings, LLC
Common Stock
2015-06-30
4
J
0
913945
0
A
10493254
D
Common Stock
2015-07-08
4
J
0
90910
0
A
4741411
D
Common Stock
2015-12-18
4
A
0
100000
0
A
4841411
D
10% Convertible Promissory Note
0.33
2015-07-08
4
P
0
200000
200000
A
2015-07-08
2016-01-31
Common Stock
606060
200000
D
Director Stock Option (right to buy)
0.25
2015-12-18
4
A
0
66667
0
A
2016-12-01
2025-12-01
Common Stock
66667
66667
D
El Coronado Holdings, LLC held 712,531 shares of the Issuer's Series A Convertible Stock (the "Preferred Shares") with a stated value equal to $2.00 per share (the "Stated Value"). On March 31, 2015, the Preferred Shares automatically converted into shares of the Issuer's common stock (the "Common Stock") determined by dividing the Stated Value by $0.25 per share, resulting in the issuance of 5,700,248 shares of Common Stock to El Coronado Holdings, LLC.
These shares were owned directly by El Coronado Holdings, LLC, a ten percent owner of the Issuer, and indirectly by Josiah Austin, who was the managing member of El Coronado Holdings, LLC and may have been deemed to have voting and investment control over the securities held thereby. Mr. Austin has ceased to be the managing member of El Coronado Holdings, LLC and no longer has voting or investment control over the securities held thereby.
The Preferred Shares were entitled to receive stock dividends payable in Common Stock at the rate of 6.0% per annum, which were paid on March 31, 2015.
The Issuer issued 1,712,333 shares of its Common Stock to El Coronado Holdings, LLC pursuant to the anti-dilution provisions in those certain Subscription Agreements and Unit Purchase Agreements dated November 1, 2013 and December 30, 2013 entered into by El Coronado Holdings, LLC and the Issuer.
The Issuer issued 913,945 shares of its Common Stock to El Coronado Holdings, LLC pursuant to the anti-dilution provisions in those certain Subscription Agreements and Unit Purchase Agreements dated November 1, 2013 and December 30, 2013 entered into by El Coronado Holdings, LLC and the Issuer.
As of May 7, 2015, 4,650,501 shares of Common Stock were transferred from El Coronado Holdings, LLC to Josiah Austin pursuant to a domestic relations order.
These shares are owned directly by El Coronado Holdings, LLC, a ten percent owner of the Issuer. Josiah Austin is no longer the Managing Member of El Coronado Holdings, LLC or the beneficial owner of these securities.
On July 8, 2015, the Issuer and Josiah Austin entered into a 10% Convertible Promissory Note (the "Note") in the amount of $200,000 at a conversion price of $0.33 per share of Common Stock of the Issuer. See Table II of this Statement. The Issuer paid to Josiah Austin a commitment fee equal to $30,000, payable in that number of shares of Common Stock determined by dividing $30,000 by the conversion price of $0.33, or 90,910 shares.
Includes 4,650,501 shares of Common Stock previously held by El Coronado Holdings, LLC which were distributed to Josiah Austin on May 7, 2015 pursuant to a domestic relations order, and are now owned directly.
Shares received from the Issuer as director compensation.
The option vests 100% on December 1, 2016.
Josiah T. Austin
2016-03-16