Statement of Changes in Beneficial Ownership (4)
March 07 2022 - 04:43PM
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * Alimco Financial
Corp |
2. Issuer Name and Ticker or Trading
Symbol Kaspien Holdings Inc. [ KSPN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) __X__
Other (specify below)
Member of 10% owner group |
(Last)
(First)
(Middle)
2336 SE OCEAN BLVD, SUITE 400 |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/11/2021
|
(Street)
STUART, FL 34996
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
2/11/2021 |
|
M |
|
127208 |
A |
(1) |
152893 |
I |
By Alimco Re Ltd. |
Common Stock |
2/11/2021 |
|
F(2) |
|
39 |
D |
(1)(2) |
152854 |
I |
By Alimco Re Ltd. |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
Warrant for Common Stock |
$0.01 (1) |
2/11/2021 |
|
M |
|
|
1 |
3/30/2020 |
3/31/2025 |
Common Stock |
127208 |
(3) |
0 |
I |
By Alimco Re Ltd. |
Warrant for Common Stock |
$0.01 (4) |
3/2/2022 |
|
P |
|
1 |
|
3/2/2022 |
3/2/2027 |
Common Stock |
320000 (4)(5)(6) |
(6) |
1 |
I |
By Alimco Re Ltd. |
Explanation of
Responses: |
(1) |
The reported transaction
involved the conversion by Alimco Re Ltd. of a warrant to purchase
a total of 127,208 shares of Kaspien Holdings Inc. common stock at
a price equal to $0.01 per share (the "2020 Warrant"). Alimco Re
Ltd. is a wholly owned subsidiary of Alimco Financial Corporation
("Alimco"). Alimco may be deemed to have voting and dispositive
control over shares held by Alimco Re Ltd. Alimco disclaims
beneficial ownership of these securities except to the extent of
its pecuniary interest therein. |
(2) |
The 2020 Warrant was
exercised on a cashless basis. |
(3) |
Alimco Re Ltd. acquired the
2020 Warrant in connection with a $2,718,000 secured term loan made
on March 30, 2020 by Alimco Re Ltd. to Etailz Inc., a wholly owned
subsidiary of Kaspien Holdings Inc. |
(4) |
The reported transaction
involved the acquisition by Alimco Re Ltd. of a warrant to purchase
a total of 320,000 shares of Kaspien Holdings Inc. common stock at
a price equal to $0.01 per share (the "2022 Warrant"). |
(5) |
Alimco disclaims beneficial
ownership of these securities except to the extent of its pecuniary
interest therein. This filing shall not be deemed an admission that
Alimco is, for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended, or otherwise, the beneficial owner of any
equity securities covered by this filing. |
(6) |
Alimco Re Ltd. acquired the
2022 Warrant in connection with a $5,000,000 secured term loan made
on March 2, 2022 by Alimco Re Ltd. to Kaspien Inc., a subsidiary of
Kaspien Holdings Inc. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Alimco Financial Corp
2336 SE OCEAN BLVD
SUITE 400
STUART, FL 34996 |
|
X |
|
Member of 10% owner group |
Signatures
|
/s/ Jonathan Marcus, Chief Executive
Officer |
|
3/7/2022 |
**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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