0001575705-18-000101.txt : 20180511
0001575705-18-000101.hdr.sgml : 20180511
20180511135648
ACCESSION NUMBER: 0001575705-18-000101
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180509
FILED AS OF DATE: 20180511
DATE AS OF CHANGE: 20180511
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dowling Vincent J. Jr
CENTRAL INDEX KEY: 0001599510
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31990
FILM NUMBER: 18826241
MAIL ADDRESS:
STREET 1: 54 LEDYARD
CITY: WEST HARTFORD
STATE: CT
ZIP: 06117
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TEL INSTRUMENT ELECTRONICS CORP
CENTRAL INDEX KEY: 0000096885
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670]
IRS NUMBER: 221441806
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: ONE BRANCA ROAD
CITY: EAST RUTHERFORD
STATE: NJ
ZIP: 07073
BUSINESS PHONE: 2019331600
MAIL ADDRESS:
STREET 1: ONE BRANCA ROAD
CITY: EAST RUTHERFORD
STATE: NJ
ZIP: 07073
4
1
dowling_4.xml
OWNERSHIP DOCUMENT
X0306
4
2018-05-09
0
0000096885
TEL INSTRUMENT ELECTRONICS CORP
TIK
0001599510
Dowling Vincent J. Jr
190 FARMINGTON AVENUE
FARMINGTON
CT
06032
0
0
1
0
Common Stock, par value $0.10 per share
2018-05-09
4
P
0
1200
2.40
A
391000
I
See footnotes
Common Stock, par value $0.10 per share
2018-05-10
4
P
0
8050
2.4296
A
399050
I
See footnotes
Common Stock, par value $0.10 per share
399050
I
See footnotes
Common Stock, par value $0.10 per share
3300
I
See footnote
Series A Convertible Preferred Stock
2017-11-13
4
P
0
333333
A
Common Stock
666667
333333
I
See footnote
Common Stock Warrant
3.35
2012-07-26
2019-09-10
Common Stock
50000
50000
I
See footnote
These shares of common stock are held by IRA FBO Vincent J. Dowling, Jr. Pershing LLC as Custodian Roth Conversion Account. Mr. Dowling has sole beneficial ownership of such shares.
131,150 shares of common stock are held by IRA FBO Vincent J. Dowling, Jr. Pershing LLC as Custodian Roth Conversion Account. Mr. Dowling has sole beneficial ownership of such shares. 67,900 shares are held by Trust Agreement of Dowling 2009 Statutory Trust UAD 12/10/09 People's United Bank TTEE FBO Vincent J. Dowling, Jr. Mr. Dowling has sole beneficial ownership of such shares. 200,000 shares and warrants are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares.
The Designations provide that the Series A Convertible Preferred Stock is convertible into shares of common stock at a price of $3.00 per share, subject to a maximum conversion amount and contingent upon post-closing approval by the Issuer's shareholders in accordance with applicable stock exchange rules. At the Issuer's annual meeting held on January 17, 2018, the shareholders voted to approve (i) an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 4,000,000 shares to 7,000,000 shares and (ii) the increase of the maximum amount of shares of common stock into which the Series A Convertible Preferred Stock can be converted from 600,000 shares to 1,000,000 shares.
The Series A Convertible Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Amendment to Certificate of Incorporation filed by the Issuer with the Secretary of State of the State of New Jersey on November 8, 2017 (the "Designations"). Subject to the Designations, the Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date.
The shares of Series A Convertible Preferred Stock and warrants are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares.
3,300 shares of common stock are held in Uniform Gift to Minors Act custodial accounts for the benefit of Vincent J. Dowling Jr.'s niece (700 shares) and two nephews (1,300 shares each), and for which Mr. Dowling is the Custodian.
/s/ Vincent J. Dowling, Jr.
2018-05-11