Statement of Changes in Beneficial Ownership (4)
June 17 2022 - 4:15PM
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).
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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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3235-0287
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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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MILLS RICHARD C |
2. Issuer Name and Ticker or Trading Symbol
CREATIVE REALITIES, INC.
[
CREX
]
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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) CHIEF EXECUTIVE OFFICER |
(Last)
(First)
(Middle)
13100 MAGISTERIAL DRIVE, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/22/2022 |
(Street)
LOUISVILLE, KY 40223
(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 | | | | | | | | 702259 | D | |
Common Stock | | | | | | | | 87976 | I | By RFK Communications, LLC (1) |
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 |
Stock Options (right to buy) (2) | $2.53 | 3/22/2022 | | A | | 160000 | | 3/22/2022 | 5/20/2030 | Common Stock | 160000 | $0 | 160000 | D | |
Stock Options (right to buy) | $1 | 6/15/2022 | | A | | 1000000 | | (3) | 6/15/2025 | Common Stock | 1000000 | $0 | 1000000 | D | |
Explanation of Responses: |
(1) | The Reporting Person is a principal of RFK Communications, LLC and has voting and investment power for this entity. |
(2) | On June 1, 2020, the reporting person was granted an option to purchase 480,000 shares of common stock. The option vests in three equal annual installments based on certain performance criteria for each of the fiscal years ending December 31, 2020, 2021, and 2022. The performance criteria for 2021 have been met, resulting in vesting of the option as to 160,000 shares. |
(3) | The option becomes exercisable, if at all, based on price per share as follows: 50,000 shares vest at a share target price of $2.00; 100,000 shares vest at a share target price of $3.00; 150,000 shares vest at a share target price of $4.00; 200,000 shares vest at a share target price of $5.00; 250,000 shares vest at a share target price of $6.00; and 250,000 shares vest at the "Guaranteed Price." The "Guaranteed Price" has the meaning as defined in the Agreement and Plan of Merger by and among Reflect Systems, Inc., Creative Realities, Inc., CRI Acquisition Corporation and RSI Exit Corporation dated as of November 12, 2021 (the "Merger Agreement") (as filed with the SEC on Form 8-K dated November 12, 2021) and means (a) $6.40 per share, or (b) $7.20 per share if and only if certain customers set forth in the Merger Agreement collectively achieve over 85,000 billable devices online at any time on or before December 31, 2022. |
Remarks: Exhibit 24.1 Power of Attorney filed with Form 4 dated 9/18/2019 and incorporated herein by reference. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MILLS RICHARD C 13100 MAGISTERIAL DRIVE, SUITE 100 LOUISVILLE, KY 40223 | X |
| CHIEF EXECUTIVE OFFICER |
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Signatures
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/s/ Will Logan, Attorney-in-Fact | | 6/17/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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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