Initial Statement of Beneficial Ownership (3)
February 06 2019 - 4:53PM
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
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Smith Randall Ned
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2. Date of Event Requiring Statement (MM/DD/YYYY)
1/27/2019
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3. Issuer Name
and
Ticker or Trading Symbol
New Age Beverages Corp [NBEV]
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(Last)
(First)
(Middle)
C/O NEW AGE BEVERAGES CORPORATION, 1700 E. 68TH AVENUE
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
President of Morinda Holdings /
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(Street)
DENVER, CO 80229
(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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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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Employee Stock Option (right to buy)
(1)
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(2)
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12/31/2028
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Common Stock
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43467
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$4.63
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D
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Performance Share Units
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(3)
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3/15/2020
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Common Stock
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54000
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(3)
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D
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Restricted Share Units
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(4)
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3/15/2020
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Common Stock
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108000
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(4)
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D
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Explanation of Responses:
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(1)
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Represents an option (the "Option") to purchase 43,467 shares of common stock, par value $0.001 per share, of New Age Beverages Corporation (the "Company") at a strike price of $4.63 per share. The Option was granted pursuant to the Company's 2016-2017 Long-Term Incentive Plan and expires on December 31, 2028.
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(2)
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The Option shall vest in one-third (1/3) increments on December 31, 2019, December 31, 2020 and December 31, 2021.
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(3)
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On January 2, 2019, the Reporting Person was granted 54,000 performance share units (the "Performance Units"). The Performance Units were granted pursuant to the Company's 2016-2017 Long-Term Incentive Plan and will vest on December 31, 2019, subject to the achievement of certain milestones. Assuming the milestones are met, the Company will pay one hundred percent (100%) of the Performance Units, either in cash or common stock of the Company, to the Reporting Person on March 15, 2020.
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(4)
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On January 2, 2019, the Reporting Person was granted 108,000 restricted share units (the "Restricted Units"). The Restricted Units were granted pursuant to the Company's 2016-2017 Long-Term Incentive Plan. Provided that the Reporting Person remains in continuous service of the Company through December 31, 2019, the Company will pay one hundred percent (100%) of the Restricted Units, either in cash or common stock of the Company, to the Reporting Person on March 15, 2020.
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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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Smith Randall Ned
C/O NEW AGE BEVERAGES CORPORATION
1700 E. 68TH AVENUE
DENVER, CO 80229
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President of Morinda Holdings
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Signatures
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/s/ Randy Smith
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2/6/2019
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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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