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