Statement of Changes in Beneficial Ownership (4)
June 30 2020 - 3:17PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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Prior-Palmer Simon Erroll |
2. Issuer Name and Ticker or Trading Symbol
MICT, Inc.
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MICT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
19 EARLS COURT GARDENS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/11/2019 |
(Street)
LONDON, X0 SW5 0SZ
(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 | 11/11/2019 | | A | | 80400 | A | $1.113 | 1250045 | D | |
Common Stock | 11/12/2019 | | A | | 58500 | A | $1.035 | 1308545 | D | |
Common Stock | 11/14/2019 | | A | | 61500 | A | $1.088 | 1370045 | D | |
Common Stock | 11/18/2019 | | A | | 60391 | A | $0.888 | 1430436 | D | |
Common Stock | 11/19/2019 | | A | | 82000 | A | $1.000 | 1512436 | D | |
Common Stock | 11/20/2019 | | A | | 34600 | A | $1.018 | 1547036 | D | |
Common Stock | 11/21/2019 | | A | | 96000 | A | $1.042 | 1643036 | D | |
Common Stock | 1/23/2020 | | A | | 33000 | A | $1.076 | 1676036 | D | |
Common Stock | 1/29/2020 | | A | | 52000 | A | $1.154 | 1728036 | D | |
Common Stock | 1/30/2020 | | A | | 6500 | A | $1.192 | 1734536 | D | |
Common Stock | 2/21/2020 | | A | | 43085 | A | $1.098 | 1777621 | D | |
Common Stock | 2/24/2020 | | A | | 31915 | A | $1.093 | 1809536 | D | |
Common Stock | 3/17/2020 | | A | | 45000 | A | $0.780 | 1854536 | D | |
Common Stock | 3/19/2020 | | A | | 376000 | A | $0.061 | 2230536 | D | |
Common Stock | 3/20/2020 | | A | | 15727 | A | $0.775 | 2246263 | D | |
Common Stock | 3/23/2020 | | A | | 6673 | A | $0.771 | 2252936 | D | |
Common Stock | 3/31/2020 | | A | | 39275 | A | $0.728 | 2292211 | D | |
Common Stock | 4/2/2020 | | A | | 1463 | A | $0.887 | 2293674 | D | |
Common Stock | 4/6/2020 | | A | | 9262 | A | $0.987 | 2302936 | D | |
Common Stock | 4/8/2020 | | A | | 35824 | A | $1.006 | 2338760 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Convertible Note | $1.10 | 4/21/2020 | | P | | 1042568 (1) | | (2)(3) | (2)(3) | Common Stock | 1042568 | $1.10 | 1042568 | D | |
Explanation of Responses: |
(1) | On April 21, 2020, Mr. Prior Palmer purchased from the Issuer Convertible Notes with an aggregate principal amount of approximately $1,146,825. The Convertible Notes are convertible into Shares of Issuer Common Stock at a conversion price of $1.10 per Share. Therefore, the Convertible Notes are initially convertible into approximately 1,042,568 shares. |
(2) | Subject to approval of the Issuer's stockholders of an increase in the number of the Issuer's authorized shares of common stock to allow for the conversion of the Convertible Notes into MICT's common stock, the Convertible Notes shall be convertible into common stock at the option of the purchasers at any time and from time to time. The Issuer may not effect any conversion of the Convertible Note, and a holder of the Convertible Note does not have the right to convert any portion of the Convertible Note, to the extent that, after giving effect to the attempted conversion, such holder would beneficially own a number of shares in excess of 19.99% of the shares of Issuer Common Stock then issued and outstanding. |
(3) | Upon the occurrence of certain events, including, if approval from MICT's shareholders with respect to the issuance of shares of common stock underlying the Convertible Notes, as required by the applicable rules and regulations of Nasdaq, is not obtained by June 30, 2020, or if MICT has failed to amend its certificate of incorporation to increase the number of shares authorized for issuance to cover the Conversion Shares by June 30, 2020, the purchasers are permitted to require the Issuer to redeem the Convertible Notes, including any interest that has accrued thereunder, for cash. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Prior-Palmer Simon Erroll 19 EARLS COURT GARDENS LONDON, X0 SW5 0SZ |
| X |
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Signatures
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/s/ Simon Erroll Prior-Palmer | | 6/30/2020 |
**Signature of Reporting Person | Date |
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