Amended Statement of Changes in Beneficial Ownership (4/a)
September 14 2018 - 2:52PM
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
*
Ansley T. Michael
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2. Issuer Name
and
Ticker or Trading Symbol
Diversified Restaurant Holdings, Inc.
[
SAUC
]
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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)
Chairman of the Board
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(Last)
(First)
(Middle)
27680 FRANKLIN ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/28/2016
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(Street)
SOUTHFIELD, MI 48034
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
7/25/2018
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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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7/24/2018
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S
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700000
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D
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$1
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2314557
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D
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Common Stock
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8000000
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I
(1)
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By reporting person and wife through family limited liability company
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Common Stock
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9000
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I
(2)
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By reporting person as UGMA custodian for children
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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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Option to purchase common stock -- -- Right to Buy '16
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$2.5
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7/28/2016
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D
(3)
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30000
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(3)
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7/31/2016
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Common Stock
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30000.0
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(3)
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0
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D
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Option to purchase common stock -- -- Right to Buy '19
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$2.5
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7/28/2016
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A
(3)
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30000
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(3)
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7/31/2019
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Common Stock
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30000.0
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(3)
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30000
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D
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Explanation of Responses:
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(1)
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Reporting person transferred these shares to a family limited liability company of which the reporting person is the sole voting member with sole dispositive power over the shares, and the reporting person and his wife are the sole beneficial owners.
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(2)
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The reporting person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose
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(3)
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The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option with the grant of a replacement option. The option was originally granted on July 31, 2010 and provided for vesting in three equal installments commencing on July, 31, 2011.
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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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Ansley T. Michael
27680 FRANKLIN ROAD
SOUTHFIELD, MI 48034
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X
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X
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Chairman of the Board
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Signatures
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/s/ Stacy C. Spence, Attorney-in-Fact
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9/14/2018
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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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