Statement of Changes in Beneficial Ownership (4)
April 15 2020 - 4:33PM
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).
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
*
LoRicco Ronald Joseph Sr. |
2. Issuer Name and Ticker or Trading Symbol
BASANITE, INC.
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BASA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
216 CROWN STREET, SUITE 502 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/13/2020 |
(Street)
NEW HAVEN, CT 06510
(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 |
Convertible Promissory Note | (1) | 4/13/2020 | | J (2) | | $150000 | | 6/5/2020 | (1)(2) | Common Stock | (1) | $150000 | $150000 (1) | I | See footnote (5) |
Demand Note | (1) | 4/13/2020 | | J (4) | | $50000 | | 6/5/2020 | (3)(4) | Common Stock | (3) | $50000 | $50000 (3) | I | See footnote (6) |
Explanation of Responses: |
(1) | After June 5, 2020, the Reporting Person may convert all or a portion of this Convertible Promissory Note (including interest) into shares of the Issuer's common stock at a conversion rate equal to 80% of the closing price of the Issuer's common stock at such time. The Issuer may force a conversion upon the maturity at a conversion rate equal to 80% of the closing price of the Issuer's common stock on June 5, 2020. If the Reporting Person elects to convert or if the Issuer forces a conversion at maturity, the Reporting Person will be issued a warrant to purchase the same number of shares of the Issuer's common stock for which the Reporting Person converted at an exercise price equal to three times the conversion price. In the event the warrants are issued, the Issuer shall have the right to require the Reporting Person to exercise if the Issuer's trading price exceeds 150% of the exercise price for twenty consecutive days. |
(2) | This Convertible Promissory Note accrues interest at 12% per annum and has a maturity date of October 13, 2020. |
(3) | After June 5, 2020, the Reporting Person may convert all or a portion of this Demand Note (including interest) into shares of the Issuer's common stock at a conversion rate equal to 80% of the closing price of the Issuer's common stock at such time. The Issuer may force a conversion upon the maturity at a conversion rate equal to 80% of the closing price of the Issuer's common stock on June 5, 2020. If the Reporting Person elects to convert or if the Issuer forces a conversion at maturity, the Reporting Person will be issued a warrant to purchase the same number of shares of the Issuer's common stock for which the Reporting Person converted at an exercise price equal to three times the conversion price. In the event the warrants are issued, the Issuer shall have the right to require the Reporting Person to exercise if the Issuer's trading price exceeds 150% of the exercise price for twenty consecutive days. |
(4) | This Demand Note was originally issued on January 16, 2020 without a conversion feature but was amended on April 13, 2020 to include the conversion feature described in Footnote 3 above. This Demand Note accrues interest at 10% per annum and has a maturity date of July 16, 2020. |
(5) | The Convertible Promissory Note is held in the name of RVRM Holdings LLC, which is controlled by the Reporting Person. |
(6) | The Demand Note is held in the name of First New Haven Mortgage Company, which is controlled by the Reporting Person. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LoRicco Ronald Joseph Sr. 216 CROWN STREET SUITE 502 NEW HAVEN, CT 06510 | X | X |
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Signatures
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/s/ Ronald J. LoRicco Sr. | | 4/15/2020 |
**Signature of Reporting Person | Date |
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