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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 | ||||||||
Warrants to Purchase Common Stock | $ 0.007 | 08/27/2021(2) | 08/27/2024 | Common Stock | 47,500,000 | 47,500,000 | D | ||||||||
Series M Convertible Redeemable Preferred Stock | (3) | (2) | (2) | Common Stock | (3) | 20,180 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Diamantis Christopher Eric 1143 GLENDALE LANE NASHVILLE, TN 37204 |
Former 10% Owner |
/s/ Christopher E. Diamantis | 09/30/2021 | |
**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) | This Form 4 is being filed to reflect the fact that, as of September 17, 2021, Mr. Diamantis beneficially owned less than 10% of the Common Stock of the Issuer. Mr. Diamantis has not effected any transactions in the securities of the Issuer since the August 27, 2021 Exchange Agreement reported on his prior Form 4. Due to conversions of the Issuer's preferred stock by parties other than Mr. Diamantis, the Issuer's outstanding Common Stock has increased dramatically. As of September 17, 2021, there were 1,057,349,999 shares of Common Stock issued and outstanding and, as a result, Mr. Diamantis' beneficial ownership has decreased to below 10%. |
(2) | The exercise of the Warrants and the conversion of the Series M Convertible Redeemable Preferred Stock (the "Series M Preferred Stock") are each subject to ownership blockers of 4.99%. As a result, they are not exercisable or convertible as of September 17, 2021. The Series M Preferred Stock has no stated maturity date. |
(3) | The conversion price of the Series M Preferred Stock fluctuates with the price of the Common Stock. |