Statement of Changes in Beneficial Ownership (4)
October 03 2014 - 10:50AM
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
*
WARNECKE STEVE B
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2. Issuer Name
and
Ticker or Trading Symbol
Fona, Inc.
[
FNAM
]
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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)
CFO/Secretary/Treasurer
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(Last)
(First)
(Middle)
1026 ANACONDA DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2014
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(Street)
CASTLE ROCK, CO 80108
(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
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10/1/2014
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10/1/2014
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A
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5201423
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A
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$0.021
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5933423
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I
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See footnote
(1)
(4)
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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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Call Option
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(2)
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10/1/2014
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D
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2252233
(2)
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(2)
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(2)
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Common Stock
(2)
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(2)
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$0.009
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0
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I
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See footnote
(2)
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Call Option
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(3)
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10/1/2014
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D
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3222950
(3)
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(3)
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(3)
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Common Stock
(3)
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(3)
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$0.003
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0
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I
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See footnote
(3)
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Explanation of Responses:
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(
1)
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Reporting Person is the Chief Executive Officer of Evolutionary Genomics, Inc. ("EG") and holder of 782,539 shares of the Series B-2 Preferred Stock, representing 64.2% of the issued and outstanding shares of preferred stock of EG, and 1,032,780 shares of commons stock, or 26.8% of the issued and outstanding common stock of EG. On October 1, 2014, EG acquired 5,201,423 shares of common stock of Fona, Inc. and cancelled options to purchase 5,475,183 shares of common stock.
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(
2)
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On June 6, 2014, EG entered into Securities Purchase Option Agreement with Nick Boosalis, Desfaire, Inc., and The Boosalis Group, Inc. for the purchase of a call option (the "Boosalis Option") to acquire an aggregate of 2,252,233 shares of common stock of Fona, Inc. at an aggregate purchase price of $30,000. On October 1, 2014 the Boosalis Option was cancelled.
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(
3)
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On June 6, 2014, EG entered into a Securities Purchase Agreement with Michael Friess and Sanford Schwartz for the purchase of an aggregate of 732,000 shares of common stock of Fona, Inc. for an aggregate purchase price of $145,000 and a call option (the "Friess-Schwartz Option") to purchase an additional 3,222,950 shares of Common Stock at an aggregate purchase price of $10,000. On October 1, 2014, the Friess-Schwartz Option was cancelled.
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(
4)
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Reporting Person disclaims beneficial ownership of the reported securities owned by EG except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for any purpose.
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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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WARNECKE STEVE B
1026 ANACONDA DRIVE
CASTLE ROCK, CO 80108
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X
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X
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CFO/Secretary/Treasurer
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Signatures
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/s/ STEVE B WARNECKE
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10/3/2014
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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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