Statement of Changes in Beneficial Ownership (4)
March 31 2017 - 11:28AM
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
*
Kohen Ran Roland
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2. Issuer Name
and
Ticker or Trading Symbol
SQL Technologies Corp.
[
SQFL
]
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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)
Executive Chairman
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(Last)
(First)
(Middle)
C/O SAFETY QUICK LIGHTING & FANS CORP., 4400 NORTH POINT PARKWAY, SUITE 154
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2015
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(Street)
ALPHARETTA, GA 30022
(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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Common Stock, no par value
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9/1/2016
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A
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1140000
(1)
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A
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(1)
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9143969
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I
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By KRNB Holdings LLC
(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. 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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Options
(3)
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$3
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9/1/2016
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A
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1500000
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(3)
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(3)
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Common Stock, no par value
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1500000
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(3)
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1500000
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I
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By KRNB Holdings LLC
(2)
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Options
(3)
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$4
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9/1/2016
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A
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1500000
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(3)
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(3)
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Common Stock, no par value
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1500000
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(3)
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1500000
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I
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By KRNB Holdings LLC
(2)
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Options
(3)
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$5
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9/1/2016
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A
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1000000
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(3)
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(3)
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Common Stock, no par value
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1000000
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(3)
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1000000
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I
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By KRNB Holdings LLC
(2)
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Options
(4)
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$0.6
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11/15/2015
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A
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1000000
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11/15/2015
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11/15/2025
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Common Stock, no par value
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1000000
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(4)
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1000000
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I
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By KRNB Holdings LLC
(2)
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Explanation of Responses:
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(
1)
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Pursuant to the Chairman Agreement between the Company and Mr. Kohen, dated September 1, 2016, and disclosed on the Company's Form 8-K filed on November 8, 2016, Mr. Kohen was granted 1,140,000 unvested shares of the Company's common stock. The shares shall vest as follows: (i) 1,020,000 shares on January 1, 2019 and (ii) 120,000 shares on January 1, 2020.
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(
2)
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The shares of common stock and options reported herein are directly beneficially owned by KRNB Holidings LLC. Mr. Kohen is the manager of KRNB Holdings LLC, having sole voting power and control over the shares of common stock reported herein, and thus may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares that KRNB Holdings LLC owns.
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(
3)
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Pursuant to the Chairman Agreement, Mr. Kohen was granted unvested options to purchase 4,000,000 shares of the Company's common stock. Options to purchase 500,000 shares of the Company's common stock at an exercise price of $3.00 per share will vest upon the Company reaching each of the following market capitalizations: (i) $300,000,000, (ii) $500,000,000, and (iii) $750,000,000. Options to purchase 500,000 shares of the Company's common stock at an exercise price of $4.00 per share will vest upon the Company reaching each of the following market capitalizations: (i) $1,000,000,000, (ii) $1,500,000,000, and (iii) $2,000,000,000. Options to purchase 500,000 shares of the Company's common stock at an exercise price of $5.00 per share will vest upon the Company reaching each of the following market capitalizations: (i) $2,500,000,000 and (ii) $3,000,000,000.
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(
4)
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Pursuant to the Company's 2015 Stock Incentive Plan, on November 15, 2015, Mr. Kohen was awarded options to purchase up to 1,000,000 shares of the Company's stock at an exercise price of $0.60 per share, of which 400,000 vested immediately, 300,000 vested on November 15, 2016 and the remaining 300,000 will vest on November 15, 2017. The options expire 10 years from the date of grant.
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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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Kohen Ran Roland
C/O SAFETY QUICK LIGHTING & FANS CORP.
4400 NORTH POINT PARKWAY, SUITE 154
ALPHARETTA, GA 30022
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X
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X
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Executive Chairman
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Signatures
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/s/ Ran Roland Kohen
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3/31/2017
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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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