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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
5% Secured Convertible Note due March 2016 | $ 0.05 | 09/14/2015(1) | A | $ 200,000 | 03/06/2016(2) | 03/21/2016(3) | Common Stock | 4,000,000 | $ 0 | $ 200,000 (4) | D | ||||
5% Secured Convertible Note due March 2016 | $ 0.05 | 09/15/2015(1) | A | $ 100,000 | 03/06/2016(2) | 03/21/2016(3) | Common Stock | 2,000,000 | $ 0 | $ 300,000 (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PAPPAJOHN JOHN C/O CNS RESPONSE, INC. 85 ENTERPRISE, SUITE 410 ALISO VIEJO, CA 92656 |
X | X |
/s/ John Pappajohn | 09/16/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On September 14, 2015, the Issuer and the holders of the 5% Secured Convertible Notes due March 2016 (the "Notes") entered into an Omnibus Amendment to fix the conversion price of the Notes at $0.05 per share. The Omnibus Amendment amended the Notes and the September 22, 2014 Note Purchase Agreement, as amended, pursuant to which the Notes were issued. |
(2) | The Notes are convertible into shares of common stock either: (i) voluntarily, beginning 15 days prior to the March 21, 2016 maturity date of the Notes (the "Maturity Date"), by the holder or (ii) automatically, if, prior to the Maturity Date, the Issuer consummates a Qualified Financing (as defined in the Notes). |
(3) | The Maturity Date of the Notes is March 21, 2016. |
(4) | The number of derivate securities beneficially owned does not include interest accrued at 5% per annum on the Notes. |