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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 December 2017 (1) | $ 5 | 09/21/2016 | M | $ 10,000 (2) (3) | 09/01/2016(2)(3) | 12/31/2017 | Common Stock | 2,058 (2) (3) | (2) (3) | $ 0 | D | ||||
Common Stock Warrant (1) | $ 10 | 09/21/2016 | D(4) | $ 10,000 | (5) | 12/31/2020 | Common Stock | 1,000 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Harris Geoffrey E. C/O MYND ANALYTICS, INC. 26522 LA ALAMEDA, SUITE 290 MISSION VIEJO, CA 92691 |
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/s/ Geoffrey E. Harris | 09/23/2016 | |
**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) | All information provided herein has been adjusted where necessary to give effect to the 1-for-200 reverse stock split effected on September 21, 2016. |
(2) | One note in the aggregate principal amount of $10,000 was purchased by the Reporting Person on February 23, 2016 pursuant to a Note and Warrant Purchase Agreement, dated as of September 22, 2014, as amended (the "Note and Warrant Purchase Agreement"), between the Issuer and the investors party thereto. This note was convertible by the Reporting Person starting December 16, 2017 through December 31, 2017. |
(3) | On September 19, 2016, the Issuer entered into a Second Omnibus Amendment (the "Amendment") between the Issuer and the investors party thereto, to the Note and Warrant Purchase Agreement, which granted the Issuer the option, exercisable at any time after September 1, 2016, to mandatorily convert all notes issued pursuant to the Note and Warrant Purchase Agreement into shares of the Issuer's common stock at $5.00 per share (subject to certain adjustments) (the "Mandatory Conversion"). On September 19, 2016, the Issuer exercised its Mandatory Conversion option under the Amendment, and on September 21, 2016 caused the conversion of $10,000 in aggregate principal amount of the Reporting Person's note, with accrued interest thereon of $286.30, at a conversion price of $5.00 per share of common stock. |
(4) | The Amendment provided that upon the conversion of the notes issued pursuant to the Note and Warrant Purchase Agreement, which was caused by the Issuer on September 21, 2016, all warrants issued pursuant to the Note and Warrant Purchase Agreement would be cancelled. |
(5) | The Common Stock Warrant was exercisable as of its date of issuance. |