Annual Statement of Changes in Beneficial Ownership (5)
April 14 2017 - 5:33PM
Edgar (US Regulatory)
FORM 5
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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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Form 3 Holdings Reported
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X
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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
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WADE RICHARD S
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2. Issuer Name
and
Ticker or Trading Symbol
VERTICAL COMPUTER SYSTEMS INC [VCSY]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President/CEO
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(Last)
(First)
(Middle)
101 WEST RENNER ROAD, SUITE 300
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2016
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(Street)
RICHARDSON, TX 75082
(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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Amount
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(A) or (D)
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Price
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Common Stock
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5/27/2016
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G4
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400000
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D
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$0
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79450190
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D
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Common Stock
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10/1/2016
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A4
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1500000
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A
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$112500
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79450190
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D
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Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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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 at End of Issuer's Fiscal Year
(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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(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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Explanation of Responses:
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Remarks:
Mr. Wade, the President and CEO of the Company, directly owns 4,517,647 shares of the common stock of Vertical Computer Systems, Inc. (the "Company") and beneficially owns 74,932,543 shares of the Company's common stock through Mountain Reservoir Corporation ("MRC") for a total of 79,450,190 shares of the Company's common stock at the filing date of this Report. On May 27, 2016, Mr. Wade transferred 400,000 VCSY common shares as a gift to third parties. On June 1, 2016, the Company granted Richard Wade a total of 5,000,000 shares of the Company's common stock with the Rule 144 restrictive legend pursuant to a restricted stock agreement between Mr. Wade and the Company. Pursuant to the terms of the restricted agreement, 1,500,000 shares vested at 4 months (on October 1, 2016), 1,500,000 and 2,000,000 shares vest shares will vest at 16 and 28 months, respectively, from the date of the restricted stock agreement. MRC is controlled by the W5 Family Trust. Richard Wade, the President and CEO of the Company, is the trustee of the W5 Family Trust.
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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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WADE RICHARD S
101 WEST RENNER ROAD
SUITE 300
RICHARDSON, TX 75082
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X
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President/CEO
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Signatures
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/s/ Richard S. Wade
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4/14/2017
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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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