Statement of Changes in Beneficial Ownership (4)
August 30 2018 - 6:11PM
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
*
Diaz Mauricio
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2. Issuer Name
and
Ticker or Trading Symbol
Cool Holdings, Inc.
[
AWSM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO
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(Last)
(First)
(Middle)
48 NW 25TH STREET, SUITE 108
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/22/2018
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(Street)
MIAMI, FL 33127
(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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8/15/2018
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C
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424348.0000
(1)
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A
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$3.6800
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549362.0000
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I
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By Bliss Investment Group, LLC
(2)
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Common Stock
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8/17/2018
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A
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41672.0000
(3)
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A
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$3.8200
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591034.0000
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I
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By Bliss Investment Group, LLC
(2)
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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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Promissory Notes
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$3.6800
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6/22/2018
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A
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424348.0000
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(4)
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(4)
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Common Stock
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424348.0000
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$0.0000
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424348.0000
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I
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By Bliss Investment Group, LLC
(2)
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Promissory Notes
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$3.6800
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8/15/2018
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C
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424348.0000
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(5)
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(5)
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Common Stock
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424348.0000
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$0.0000
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0.0000
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I
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By Bliss Investment Group, LLC
(2)
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Explanation of Responses:
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(1)
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Issuance of shares pursuant to the terms of the Exchange Agreement described in footnote 4.
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(2)
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The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
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(3)
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Issuance of shares to the reporting person pursuant to (i) the Agreement and Plan of Merger, dated July 25, 2017, and as amended thereafter, by and among the issuer, Cooltech Holding Corp., a Nevada corporation ("Cooltech"), and InfoSonics Acquisition Sub, Inc., a Nevada corporation and wholly owned subsidiary of the issuer (the transactions contemplated thereby, the "Merger") and (ii) exercise of the option evidenced by the Option Agreement, dated January 5, 2018, and as amended thereafter, by and between OneClick International, LLC, a Florida limited liability company, and Delavaco Partners Inc., an Ontario corporation, issued in connection with the Merger.
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(4)
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In connection with the issuer's assumption of obligations of Cooltech under promissory notes held by the reporting person ("Exchange Notes"), the reporting person entered into an Exchange Agreement as of June 22, 2018 with the issuer, pursuant to which the Exchange Notes could be surrendered for shares of common stock of the issuer, based on a per share price of $3.68.
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(5)
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Surrender of Exchange Notes for shares of common stock.
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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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Diaz Mauricio
48 NW 25TH STREET, SUITE 108
MIAMI, FL 33127
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X
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CEO
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Signatures
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/s/ Vernon A. LoForti, Attorney-in-fact
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8/30/2018
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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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