Statement of Changes in Beneficial Ownership (4)
January 24 2020 - 5:01PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Miller Carleton M |
2. Issuer Name and Ticker or Trading Symbol
Vislink Technologies, Inc.
[
VISL
]
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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)
C/O VISLINK TECHNOLOGIES, INC., 1515 RINGLING BLVD. STE. 310 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/22/2020 |
(Street)
SARASOTA, FL 34236
(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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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 |
Option to Purchase (Performance-Vested) | $0.285 | 1/22/2020 | | A | | 1500000 | | (1) | (1) | Common Stock | 1500000 | $0 | 1500000 | D | |
Option to Purchase (Time-Vested) | $0.285 | 1/22/2020 | | A | | 2155481 | | (2) | (2) | Common Stock | 2155481 | $0 | 2155481 | D | |
Explanation of Responses: |
(1) | Pursuant to the Notice of Grant of Stock Option for Performance-Vested Options and Stock Option Agreement by and between the Issuer and the Reporting Person, dated as of January 22, 2020, the Performance-Vested Option vests in three equal tranches of 500,000 shares upon the Issuer's attainment, on or before the fifth anniversary of such date, of specified cumulative EBITDA performance conditions, subject in each case to the Reporting Person's continued employment by the Issuer on the applicable vesting date. These options were granted outside of the Issuer's existing equity compensation plans as an inducement material to the Reporting Person's becoming an employee of the Issuer, in accordance with Nasdaq Listing Rule 5635(c)(4). |
(2) | Pursuant to the Notice of Grant of Stock Option for Time-Vested Options and Stock Option Agreement by and between the Issuer and the Reporting Person, dated as of January 22, 2020, 25% of the Time-Vested Option vests on January 22, 2021 and the remaining 75% vests in substantially equal monthly installments over the 36-month period following such date, subject to the Reporting Person's continued employment by the Issuer on the applicable vesting date. These options were granted outside of the Issuer's existing equity compensation plans as an inducement material to the Reporting Person's becoming an employee of the Issuer, in accordance with Nasdaq Listing Rule 5635(c)(4). |
Remarks: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Miller Carleton M C/O VISLINK TECHNOLOGIES, INC. 1515 RINGLING BLVD. STE. 310 SARASOTA, FL 34236 | X |
| Chief Executive Officer |
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Signatures
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/s/ Ira Kotel, attorney-in-fact | | 1/24/2020 |
**Signature of Reporting Person | Date |
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