Initial Statement of Beneficial Ownership (3)
October 08 2014 - 11:22AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
DEJORIA JOHN PAUL
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/24/2012
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3. Issuer Name
and
Ticker or Trading Symbol
VIRTUAL PIGGY, INC. [VPIG]
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(Last)
(First)
(Middle)
2934 OESTRICK LANE
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
AUSTIN, TX 78733
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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10010555
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I
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By trust
(1)
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Common Stock
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7142857
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I
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By trust
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant to Purchase Common Stock (Right to Buy)
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1/27/2014
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1/27/2016
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Common Stock
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1000000
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$1.00
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I
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By trust
(3)
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Warrant to Purchase Common Stock (Right to Buy)
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5/28/2013
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5/28/2016
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Common Stock
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277778
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$3.00
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I
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By trust
(3)
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Series A Cumulative Convertible Preferred Stock
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(4)
(5)
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(4)
(5)
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Common Stock
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1000000
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$1.00
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I
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By trust
(6)
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Incentive Stock Option (Right to Buy)
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7/6/2013
(7)
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7/6/2017
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Common Stock
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100000
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$1.55
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D
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Explanation of Responses:
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(
1)
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These shares are owned directly by The John Paul DeJoria Family Trust and John Paul DeJoria is the trustee and the settlor of the trust.
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(
2)
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These shares are owned directly by The JP's Nevada Trust. John Paul DeJoria is the settlor of the trust and, pursuant to the terms of such trust, may be deemed to have beneficial ownership of such shares. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
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(
3)
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Warrants to purchase (i) 1,000,000 shares of common stock at an exercise price of $1.00 per share and (ii) 277,778 shares of common stock at an exercise price of $3.00 per share are, respectively, owned directly by The John Paul DeJoria Family Trust, and John Paul DeJoria is the trustee of the trust.
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(
4)
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Subject to certain limitations, shares of the Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") are convertible at the holder's election following the time at which the issuer amends its certificate of incorporation to increase the number of authorized shares of common stock and reserve a number of shares of common stock equal to at least 150% of the number of shares of common stock into which the Preferred Stock are convertible at issuance.
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(
5)
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Further, pursuant to the Certificate of Designations governing the Preferred Stock, such shares may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Preferred Stock may, upon written notice to the Issuer, increase or decrease the Maximum Percentage, provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Preferred Stock. The Preferred Stock has no expiration date.
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(
6)
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10,000 shares of Series A Cumulative Convertible Preferred Stock are owned directly by the John Paul DeJoria Family Trust and John Paul DeJoria is the trustee of the trust.
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(
7)
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Incentive Stock Option becomes exercisable in equal annual installments over a period of three years with the first installment vesting on the first anniversary of the grant date (grant date of July 6, 2012).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DEJORIA JOHN PAUL
2934 OESTRICK LANE
AUSTIN, TX 78733
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X
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Signatures
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/s/ John Paul DeJoria
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10/7/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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