Statement of Changes in Beneficial Ownership (4)
July 13 2018 - 5:31PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
JCH Crenshaw Holdings, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
American Electric Technologies Inc
[
AETI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
470 ORLEANS ST., 7TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2017
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(Street)
BEAUMONT, TX 77701
(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)
___ Form filed by One Reporting Person
_
X
_ 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
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3/31/2017
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J
(1)
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149422
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A
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$0
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184422
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D
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Common Stock
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7/18/2017
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J
(2)
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48994
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A
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$0
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233416
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D
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Common Stock
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10/6/2017
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J
(3)
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48387
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A
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$0
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281803
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D
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Common Stock
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2/1/2018
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J
(4)
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50799
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A
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$0
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332608
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D
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Common Stock
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4/30/2018
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J
(5)
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71702
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A
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$0
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404304
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D
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Common Stock
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6/29/2018
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J
(6)
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59524
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A
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$0
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463828
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D
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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 A Convertible Preferred Stock
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$5.00
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8/1/2017
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D
(7)
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1000000
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5/2/2012
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(10)
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Common Stock
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1000000
(11)
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$5
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0
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D
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Series A Convertible Preferred Stock
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$2.26
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8/1/2017
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A
(7)
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1000000
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8/1/2017
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(10)
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Common Stock
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2212389
(12)
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$5
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1000000
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D
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Warrants (Right to Buy)
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$6.00
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8/1/2017
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D
(8)
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125000
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5/2/2012
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5/2/2020
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Common Stock
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125000
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$0.001
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0
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D
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Warrants (Right to Buy)
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$2.72
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8/1/2017
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A
(8)
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125000
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8/1/2017
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5/2/2020
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Common Stock
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125000
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$0.001
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125000
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D
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Warrants (Right to Buy)
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$7.00
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8/1/2017
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D
(9)
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200000
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5/2/2012
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5/2/2020
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Common Stock
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200000
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$0.001
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0
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D
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Warrants (Right to Buy)
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$3.17
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8/1/2017
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A
(9)
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200000
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8/1/2017
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5/2/2020
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Common Stock
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200000
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$0.001
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200000
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D
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Explanation of Responses:
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(1)
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American Electric Technologies, Inc. ("AETI") declared a common stock dividend attributable to quarters ended September 30, 2016, December 31, 2016, and March 31, 2017, payable to all holders of record of Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Convertible Preferred Stock"), on the dividend record date. As the sole holder of AETI's Series A Convertible Preferred Stock, the reporting person received 149,422 shares of common stock as of March 31, 2017.
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(2)
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AETI declared a common stock dividend attributable to quarter ended June 30, 2017, payable to all holders of record of Series A Convertible Preferred Stock on the dividend record date. As the sole holder of AETI's Series A Convertible Preferred Stock, the reporting person received 48,994 shares of common stock as of July 18, 2017.
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(3)
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AETI declared a common stock dividend attributable to quarter ended September 30, 2017, payable to all holders of record of Series A Convertible Preferred Stock on the dividend record date. As the sole holder of AETI's Series A Convertible Preferred Stock, the reporting person received 48,387 shares of common stock as of October 6, 2017.
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(4)
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AETI declared a common stock dividend attributable to quarter ended December 31, 2017 payable to all holders of record of Series A Convertible Preferred Stock on the dividend record date. As the sole holder of AETI's Series A Convertible Preferred Stock, the reporting person received 50,799 shares of common stock as of February 1, 2018.
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(5)
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AETI declared a common stock dividend attributable to quarter ended March 31, 2018, payable to all holders of record of Series A Convertible Preferred Stock on the dividend record date. As the sole holder of AETI's Series A Convertible Preferred Stock, the reporting person received 71,702 shares of common stock as of April 30, 2018.
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(6)
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AETI declared a common stock dividend attributable to quarter ended June 30, 2018, payable to all holders of record of Series A Convertible Preferred Stock on the dividend record date. As the sole holder of AETI's Series A Convertible Preferred Stock, the reporting person received 59,524 shares of common stock as of June 29, 2018.
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(7)
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The Series A Convertible Preferred Stock was repriced pursuant to that certain Agreement, dated as of August 1, 2017, by and between AETI and the reporting person (the "Repricing Agreement") to decrease the exercise price from $5.00 per share to $2.26 per share.
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(8)
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The Series A Warrants were repriced pursuant to the Repricing Agreement to decrease the exercise price from $6.00 per share to $2.72 per share.
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(9)
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The Series B Warrants were repriced pursuant to the Repricing Agreement to decrease the exercise price from $7.00 per share to $3.17 per share.
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(10)
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The Series A Convertible Preferred Stock is convertible into common stock at any time and has no expiration date.
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(11)
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The Series A Convertible Preferred Stock was convertible into common stock on a one-for-one basis prior to the Repricing Agreement.
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(12)
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For each share of Series A Convertible Preferred Stock converted, the reporting person would receive a number of shares of common stock equal to the quotient of $5.00 divided by $2.26.
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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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JCH Crenshaw Holdings, LLC
470 ORLEANS ST., 7TH FLOOR
BEAUMONT, TX 77701
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X
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X
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Crenshaw J. Casey
470 ORLEANS ST., 7TH FLOOR
BEAUMONT, TX 77701
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X
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X
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Signatures
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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. JCH Crenshaw Holdings, LLC By: /s/ J. Casey Crenshaw Name: J. Casey Crenshaw Title: President
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7/13/2018
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**
Signature of Reporting Person
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Date
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/s/ J. Casey Crenshaw
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7/13/2018
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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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