0001213900-16-013647.txt : 20160520 0001213900-16-013647.hdr.sgml : 20160520 20160520104019 ACCESSION NUMBER: 0001213900-16-013647 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160518 FILED AS OF DATE: 20160520 DATE AS OF CHANGE: 20160520 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COATES INTERNATIONAL LTD \DE\ CENTRAL INDEX KEY: 0000948426 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 222925432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: HIGHWAY 34 & RIDGEWOOD RD CITY: WALL TOWNSHIP STATE: NJ ZIP: 07719 BUSINESS PHONE: 9084497717 MAIL ADDRESS: STREET 1: HIGHWAY 34 & RIDGWOOD ROAD CITY: WALL TOWNSHIP STATE: NJ ZIP: 07719 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE BARRY C CENTRAL INDEX KEY: 0001380633 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-33155 FILM NUMBER: 161665035 MAIL ADDRESS: STREET 1: 15 SUSAN DRIVE CITY: MARLBORO STATE: NJ ZIP: 07746 4 1 f4051816kaye_coates.xml OWNERSHIP DOCUMENT X0306 4 2016-05-18 0 0000948426 COATES INTERNATIONAL LTD \DE\ COTE 0001380633 KAYE BARRY C 15 SUSAN DRIVE MARLBORO NJ 07746 1 1 0 0 Treasurer and CFO Series B Convertible Preferred Stock 0 2016-05-18 4 A 0 1713 0 A 2018-05-18 Common Stock 1713000 28282 D The anti-dilution award to Mr. Kaye was determined to be the number of shares of Series B required to maintain his ownership percentage of common stock at 0.04157% of the pro forma number of shares of common stock outstanding, assuming all shares of Series B Convertible Preferred Stock are converted to common stock. This was his weighted average percentage ownership of common stock purchased, based on the number of shares of common stock outstanding on each date he acquired additional shares of common stock. The number of such shares issued was based on this program. This anti-dilution program does not apply to exercises of employee stock options and common stock issued pursuant to a secondary public offering of common stock. There is no expiration date. Each share of Series B entitles the holder to 1,000 votes at any meeting where corporate matters are brought before the shareholders for a vote. The Series B Convertible Preferred Stock is restricted, unregistered stock which is not convertible until the second annual anniversary after the date of issue, after which each share is freely convertible into 1,000 restricted, unregistered shares of common stock. In the event of a sale or change of control of the Corporation, the Series B shall become immediately convertible. /s/ Barry C. Kaye 2016-05-20