Statement of Changes in Beneficial Ownership (4)
August 12 2016 - 4:17PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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
*
Caragol William J
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2. Issuer Name
and
Ticker or Trading Symbol
POSITIVEID Corp
[
PSID
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman and CEO
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(Last)
(First)
(Middle)
1690 SOUTH CONGRESS AVENUE, SUITE 201
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/11/2016
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(Street)
DELRAY BEACH, FL 33445
(City)
(State)
(Zip)
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4. 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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Series I Convertible Preferred Stock
(1)
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(2)
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8/11/2016
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J
(1)
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956
(1)
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(1)
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(4)
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Common Stock
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956
(3)
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(1)
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0
(1)
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D
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Series II Convertible Preferred Stock
(1)
(5)
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$0.10
(5)
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8/11/2016
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A
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1076
(5)
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(5)
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(4)
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Common Stock
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1076
(5)
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(5)
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1076
(5)
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D
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Explanation of Responses:
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(
1)
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Mr. Caragol has entered into an exchange agreement pursuant to which he has exchanged 956 shares of Series I Convertible Preferred Stock, with a liquidation value of $1,076,458, for 1,076 shares of Series II Convertible Preferred Stock, with an initial liquidation value of $1,076,000. Any such shares of Series I Convertible Preferred Stock previously issued to Mr. Caragol are null and void and any and all rights arising thereunder are extinguished.
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(
2)
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The Series I post reverse stock split conversion prices were (i) $1.80;(ii) $1.23; (iii) $1.35; and (iv) 1.04, based on the conversion prices on such dates of grant of the Series I, and had a vesting date of January 1, 2017.
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(
3)
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The 956 shares of the Company's Convertible Series I Preferred Stock were convertible as of August 11, 2016 into 822,331 shares of common stock, par value of $0.01.
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(
4)
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No expiration date
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(
5)
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The Series II granted to Mr. Caragol has a stated value of $1,000 per share and as of August 11, 2016, are convertible into 10,884,307 shares of common stock, par value of $0.01, at $0.10 per share. Each share of Series II holds 25 votes per share for a total of 272,107,685 votes. These shares constitute the majority of his beneficial ownership in the Company. The Series II shares will vest on January 1, 2019.
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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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Caragol William J
1690 SOUTH CONGRESS AVENUE
SUITE 201
DELRAY BEACH, FL 33445
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X
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X
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Chairman and CEO
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Signatures
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/s/ William J Caragol
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8/12/2016
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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 4(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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