Statement of Changes in Beneficial Ownership (4)
February 17 2021 - 4:06PM
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
*
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)
2/12/2021 |
(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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Common Stock | | | | | | | | 31646367 | I | See footnote (1) |
Common Stock | | | | | | | | 4397269 | I | See footnote (2) |
Common Stock | | | | | | | | 1566667 | I | See footnote (3) |
Common Stock | | | | | | | | 1566667 | I | See footnote (4) |
Common Stock | | | | | | | | 500000 | I | See footnote (5) |
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 | (6) | 2/12/2021 | | J (6) | | $1207504 | | 2/12/2021 | (6) | Common Stock | (6) | $1207504 | 0 | I | See footnote (8) |
Warrant | $0.20 | 2/12/2021 | | J (7) | | 11250000 | | 2/12/2021 | 2/12/2026 | Common Stock | 11250000 | $0 (7) | 11250000 | I | See footnote (8) |
Explanation of Responses: |
(1) | All of these shares are held in the name of RVRM Holdings LLC, which is controlled by the Reporting Person. |
(2) | All of these shares are held in the name of First New Haven Mortgage Company, which is controlled by the Reporting Person. |
(3) | All of these shares are held in the name of ARGJ, LLC ("ARGJ"). The Reporting Person's brother, Richard LoRicco, Jr., is the manager of ARGJ. The Reporting Person is neither a manager nor a member of ARGJ. The Reporting Person disclaims beneficial ownership of all of the securities that are beneficially owned by ARGJ, except to the extent, if any, of his pecuniary interest therein. |
(4) | All of these shares are held in the name of RJC3, LLC ("RJC3"). The Reporting Person's brother, Richard LoRicco, Jr., is the manager of RJC3. The Reporting Person is neither a manager nor a member of RJC3. The Reporting Person disclaims beneficial ownership of all of the securities that are beneficially owned by RJC3, except to the extent, if any, of his pecuniary interest therein. |
(5) | All of these shares are held in the name of LoRi Co., which is controlled by the Reporting Person. |
(6) | This convertible promissory note bears a per annum interest rate of 20%, has a maturity date of May 12, 2021 and may be converted at the option of the Reporting Person at a per share conversion price equal to the per shares cash price paid by any third party investors with total proceeds to the Issuer of not less $500,000 while amounts remain outstanding under the convertible promissory note (the "Note"). |
(7) | This common stock warrant (the "Warrant") was issued in connection with the Note described in footnote 6 above. |
(8) | The Note and the Warrant are held by The Richard A. LoRicco Sr. and Lucille M. LoRicco Irrevocable Insurance Trust DTD 4/28/95, Louis Demaio as Trustee (the "Trust") The Trust is maintained by Richard A. LoRicco Sr. and Lucille M. LoRicco, who are the parents of the Reporting Person. The Reporting Person disclaims beneficial ownership of the Notes and the Warrants held by the Trust, except to the extent, if any, of his pecuniary interest therein. |
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. | | 2/17/2021 |
**Signature of Reporting Person | Date |
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