Statement of Changes in Beneficial Ownership (4)

Date : 05/20/2019 @ 7:41PM
Source : Edgar (US Regulatory)
Stock : Coates International, Ltd. (PC) (COTE)
Quote : 0.0001  0.0 (0.00%) @ 5:09PM

Statement of Changes in Beneficial Ownership (4)

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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OMB Number: 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
                      

1. Name and Address of Reporting Person *

KAYE BARRY C
2. Issuer Name and Ticker or Trading Symbol

COATES INTERNATIONAL LTD [ COTE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Treasurer and CFO
(Last)          (First)          (Middle)

15 SUSAN DR.
3. Date of Earliest Transaction (MM/DD/YYYY)

5/17/2019
(Street)

MARLBORO, NJ 07746
(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

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
Series B Preferred Stock   $0.0000   5/17/2019     A     V 19417.0000   (1)      5/17/2021     (2) Common Stock   19417000.0000   $0.0000   107519.0000   (3) D  
 

Explanation of Responses:
(1)  The anti-dilution award to Mr. Kaye was determined to be the number of shares of Series B required to maintain his ownership percentage of common stock at 0.0478% of the pro forma number of shares of common stock outstanding, assuming all shares of Series B Convertible Preferred Stock are converted to common stock. This was his weighted average percentage ownership of common stock purchased, based on the number of shares of common stock outstanding on each date he acquired additional shares of common stock. The number of such shares issued was based on this program. This anti-dilution program does not apply to exercises of employee stock options and common stock issued pursuant to a secondary public offering of common stock.
(2)  There is no expiration date.
(3)  Each share of Series B entitles the holder to 1,000 votes at any meeting where corporate matters are brought before the shareholders for a vote. The Series B is restricted, unregistered stock which is not convertible until the second annual anniversary after the date of issue, after which each share is freely convertible into 1,000 restricted, unregistered shares of common stock. In the event of a sale or change of control of the Corporation, the Series B shall become immediately convertible.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KAYE BARRY C
15 SUSAN DR.
MARLBORO, NJ 07746
X
Treasurer and CFO

Signatures
/s/ Barry C..Kaye 5/20/2019
** 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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