Amended Statement of Beneficial Ownership (sc 13d/a)
August 18 2015 - 4:42PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
[Rule 13d-101]
Information to be Included in Statements Filed Pursuant to §240.13d-1(a) and
Amendments Thereto Filed Pursuant to §240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Quantum
Materials Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
74766A106
(CUSIP Number)
Leonard H. Bloom
Akerman LLP
One S.E.
Third Avenue, 25th Floor
Miami, FL 33131
(305) 374-5600
Fax:
(305) 349-4958
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 14, 2015
(Date of
Event which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
¨.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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CUSIP No. 74766A106 |
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SCHEDULE 13D/A |
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Page
2
of 8 |
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1. |
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NAMES OF
REPORTING PERSONS Steven Posner Irrevocable Trust |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ¨ (b) ¨ |
3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS (see instructions)
OO |
5. |
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Florida |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7. |
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SOLE VOTING POWER
19,727,941* |
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8. |
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SHARED VOTING POWER
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9. |
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SOLE DISPOSITIVE POWER
19,727,941* |
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10. |
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SHARED DISPOSITIVE POWER
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,727,941* |
12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 6.6%** |
14. |
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TYPE OF REPORTING PERSON (see
instructions) OO |
* |
Includes (i) a warrant to purchase 1,000,000 shares of common stock at $0.06 per share, (ii) a warrant to purchase 625,000 shares of common stock at $0.06 per share, and (iii) a warrant to purchase 1,000,000 shares of
common stock at $0.08 per share. The amount also includes an aggregate of 4,350,000 shares of common stock initially issued to a third party that have since been transferred to the Steven Posner Irrevocable Trust (the Trust) to be held
and ultimately disposed of by the Trust pursuant to a settlement. |
** |
The number of outstanding shares used for the calculation of the percent of class includes (i) 297,724,783 shares of common stock outstanding as of May 20, 2015, as reported in the Companys Quarterly Report on
Form 10-Q for the quarter ended March 31, 2015 filed May 20, 2015 and (ii) 2,625,000 shares issuable pursuant to the warrants. |
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CUSIP No. 74766A106 |
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SCHEDULE 13D/A |
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Page
3
of 8 |
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1. |
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NAMES OF
REPORTING PERSONS Jarrett
Posner(1) |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ¨ (b) ¨ |
3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS (see instructions)
OO |
5. |
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7. |
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SOLE VOTING POWER
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8. |
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SHARED VOTING POWER
19,727,941* |
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9. |
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SOLE DISPOSITIVE POWER
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10. |
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SHARED DISPOSITIVE POWER
19,727,941* |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,727,941* |
12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 6.6%** |
14. |
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TYPE OF REPORTING PERSON (see
instructions) IN |
(1) |
Jarrett Posner and Sean Posner are co-trustees of the Trust. |
* |
Includes (i) a warrant to purchase 1,000,000 shares of common stock at $0.06 per share, (ii) a warrant to purchase 625,000 shares of common stock at $0.06 per share, and (iii) a warrant to purchase 1,000,000 shares of
common stock at $0.08 per share. The amount also includes an aggregate of 4,350,000 shares of common stock initially issued to a third party that have since been transferred to the Trust to be held and ultimately disposed of by the Trust pursuant to
a settlement. |
** |
The number of outstanding shares used for the calculation of the percent of class includes (i) 297,724,783 shares of common stock outstanding as of May 20, 2015, as reported in the Companys Quarterly Report on
Form 10-Q for the quarter ended March 31, 2015 filed May 20, 2015 and (ii) 2,625,000 shares issuable pursuant to the warrants. |
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CUSIP No. 74766A106 |
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SCHEDULE 13D/A |
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Page
4
of 8 |
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1. |
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NAMES OF
REPORTING PERSONS Sean
Posner(1) |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ¨ (b) ¨ |
3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS (see instructions)
OO |
5. |
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7. |
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SOLE VOTING POWER
|
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8. |
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SHARED VOTING POWER
19,727,941* |
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9. |
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SOLE DISPOSITIVE POWER
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10. |
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SHARED DISPOSITIVE POWER
19,727,941* |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,727,941* |
12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 6.6%** |
14. |
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TYPE OF REPORTING PERSON (see
instructions) IN |
(1) |
Jarrett Posner and Sean Posner are co-trustees of the Trust. |
* |
Includes (i) a warrant to purchase 1,000,000 shares of common stock at $0.06 per share, (ii) a warrant to purchase 625,000 shares of common stock at $0.06 per share, and (iii) a warrant to purchase 1,000,000 shares of
common stock at $0.08 per share. The amount also includes an aggregate of 4,350,000 shares of common stock initially issued to a third party that have since been transferred to the Trust to be held and ultimately disposed of by the Trust pursuant to
a settlement. |
** |
The number of outstanding shares used for the calculation of the percent of class includes (i) 297,724,783 shares of common stock outstanding as of May 20, 2015, as reported in the Companys Quarterly Report on
Form 10-Q for the quarter ended March 31, 2015 filed May 20, 2015 and (ii) 2,625,000 shares issuable pursuant to the warrants. |
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CUSIP No. 74766A106 |
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SCHEDULE 13D/A |
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Page
5
of 8 |
This Amendment No. 4 (the Amendment No. 4) amends and supplements the
statement on the Schedule 13D filed on February 6, 2009, as amended by Amendment No. 1 to the Schedule 13D filed on August 21, 2014, as amended by Amendment No. 2 to the Schedule 13D filed on December 23, 2014, as amended by
Amendment No. 3 to the Schedule 13D filed on April 9, 2015 (together the Original Schedule 13D), by the Steven Posner Irrevocable Trust, Steven Posner, and Stuart Posner. This Amendment No. 4 is filed pursuant to the
Amended and Restated Joint Filing Agreement as executed by (i) the Steven Posner Irrevocable Trust (the Trust); (ii) Jarrett Posner, the co-trustee of the Trust; and (iii) Sean Posner, the co-trustee of the Trust
(collectively, the Reporting Persons).
Item 5. |
Interest in Securities of the Issuer. |
Item 5 is deleted in its entirety and replaced with the
following:
(a) As of August 17, 2015, the Reporting Persons beneficially owned 19,727,941 shares of the Companys common stock, including
shares issued from the conversion of the debenture and shares issued or issuable pursuant to warrants, which represents 6.6% of the class. The Reporting Persons are the beneficial owners of the 2,625,000 shares of common stock issuable pursuant to
the exercise of fully vested warrants. The shares underlying the warrants do not entitle the Reporting Persons to vote until the warrants are exercised and the underlying shares of common stock are issued. The table below sets forth the individual
Reporting Persons ownership as of August 17, 2015.
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Name |
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Amount Beneficially Owned as of August 17, 2015 |
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Percentage of Class(3) |
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The Steven Posner Irrevocable Trust |
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common stock |
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17,102,941 |
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warrants(4) |
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2,625,000 |
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Total |
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19,727,941 |
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6.6 |
% |
(3) |
Based on (i) 297,724,783 shares of common stock outstanding as of May 20, 2015, as reported in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed May 20,
2015 and (ii) 2,625,000 shares issuable pursuant to the warrants. |
(4) |
The amount includes (i) a warrant to purchase 1,000,000 shares of common stock at $0.06 per share, (ii) a warrant to purchase 625,000 shares of common stock at $0.06 per share, and (iii) a warrant to
purchase 1,000,000 shares of common stock at $0.08 per share. |
(b) The Trust has sole power to vote or dispose of all 19,727,941 of the
shares of common stock of the Company. Jarrett Posner and Sean Posner are co-trustees of the Trust. In such roles, Jarrett Posner and Sean Posner each have shared voting and dispositive power over 19,727,941 shares of common stock. The 2,625,000
shares underlying the warrants do not entitle the Reporting Persons to vote until the warrants are exercised and the underlying shares of common stock are issued. Included within the 19,727,941 shares of common stock are an aggregate of 4,350,000
shares that were previously issued to a third party but have been transferred to the Trust pursuant to a settlement.
(c) Transactions in the
Issuers securities effected by the Trust during the past 60 days include:
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CUSIP No. 74766A106 |
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SCHEDULE 13D/A |
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Page
6
of 8 |
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Transaction
Date |
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Quantity of Securities |
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Type of Transaction |
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Price Per Security*** |
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6/29/2015 |
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100,000 |
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Sold shares |
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$ |
0.17 |
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6/30/2015 |
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100,000 |
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Sold shares |
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$ |
0.18 |
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6/30/2015 |
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100,000 |
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Sold shares |
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$ |
0.1795 |
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6/30/2015 |
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100,000 |
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Sold shares |
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$ |
0.189 |
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7/1/2015 |
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72,700 |
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Sold shares |
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$ |
0.1825 |
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7/1/2015 |
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100,000 |
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Sold shares |
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$ |
0.184 |
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7/2/2015 |
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100,000 |
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Sold shares |
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$ |
0.184 |
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7/7/2015 |
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100,000 |
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Sold shares |
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$ |
0.1925 |
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7/7/2015 |
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10,000 |
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Sold shares |
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$ |
0.1925 |
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7/9/2015 |
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25,000 |
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Sold shares |
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$ |
0.1825 |
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7/10/2015 |
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160,000 |
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Sold shares |
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$ |
0.19 |
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7/14/2015 |
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11,208 |
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Sold shares |
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$ |
0.197 |
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7/14/2015 |
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50,000 |
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Sold shares |
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$ |
0.195 |
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7/14/2015 |
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34,200 |
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Sold shares |
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$ |
0.20 |
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7/14/2015 |
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72,000 |
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Sold shares |
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$ |
0.20 |
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7/16/2015 |
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100,000 |
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Sold shares |
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$ |
0.19 |
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7/17/2015 |
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100,000 |
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Sold shares |
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$ |
0.195 |
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7/17/2015 |
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100,000 |
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Sold shares |
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$ |
0.195 |
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7/17/2015 |
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72,000 |
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Sold shares |
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$ |
0.195 |
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7/30/2015 |
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72,900 |
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Sold shares |
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$ |
0.18 |
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8/4/2015 |
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50,000 |
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Sold shares |
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$ |
0.185 |
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8/5/2015 |
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55,688 |
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Sold shares |
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$ |
0.185 |
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8/6/2015 |
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18,877 |
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Sold shares |
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$ |
0.19 |
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CUSIP No. 74766A106 |
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SCHEDULE 13D/A |
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Page
7
of 8 |
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Transaction
Date |
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Quantity of Securities |
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Type of Transaction |
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Price Per Security*** |
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8/6/2015 |
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46,000 |
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Sold shares |
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$ |
0.19 |
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8/7/2015 |
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16,897 |
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Sold shares |
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$ |
0.1875 |
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8/10/2015 |
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31,499 |
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Sold shares |
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$ |
0.188 |
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8/10/2015 |
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100,000 |
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Sold shares |
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$ |
0.189 |
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8/10/2015 |
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100,000 |
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Sold shares |
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$ |
0.188 |
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8/10/2015 |
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100,000 |
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Sold shares |
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$ |
0.1875 |
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8/11/2015 |
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100,000 |
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Sold shares |
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$ |
0.19 |
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8/13/2015 |
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75,000 |
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Sold shares |
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$ |
0.189 |
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8/14/2015 |
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178 |
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Sold shares |
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$ |
0.187 |
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The shares were sold over the counter by an agent of MidAmerica Financial Services, Inc. |
*** |
Represents the average price per share. |
There were no additional transactions in the past 60 days.
(d) Pursuant to a settlement of previous claims, debt arrangements and personal guarantees between the Trust and certain third parties, on December 3,
2014 the Trust acquired an additional 4,350,000 shares of common stock of the Company (the Additional Shares). The Trust will sell the Additional Shares and other shares of common stock of the Company that it owns in an orderly fashion
and as the market conditions permit, in order to satisfy certain obligations of these third parties and otherwise comply with the terms of the settlement. Once these obligations are satisfied, the additional proceeds from the sale of the
Companys common stock will be divided between the Trust and the third parties pursuant to an agreed upon formula.
No other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported above in this Item 5.
(e) Not
applicable.
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CUSIP No. 74766A106 |
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SCHEDULE 13D/A |
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Page
8
of 8 |
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: August 18, 2015
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THE STEVEN POSNER IRREVOCABLE TRUST |
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By: |
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/s/ Jarrett Posner |
Name: |
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Jarrett Posner |
Title: |
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Co-Trustee |
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By: |
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/s/ Sean Posner |
Name: |
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Sean Posner |
Title: |
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Co-Trustee |
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/s/ Jarrett Posner |
Jarrett Posner, individually |
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/s/ Sean Posner |
Sean Posner, individually |