Annual Statement of Changes in Beneficial Ownership (5)
February 11 2014 - 4:33PM
Edgar (US Regulatory)
FORM 5
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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).
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Form 3 Holdings Reported
[
X
]
Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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
*
DILLEY CARL
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2. Issuer Name
and
Ticker or Trading Symbol
Endurance Exploration Group, Inc. [EXPL]
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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)
12000 BISCAYNE BLVD, STE 406
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2013
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(Street)
MIAMI, FL 33181
(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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Amount
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(A) or (D)
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Price
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Common Stock
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6/6/2013
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J4
(2)
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8748904
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D
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$0
(3)
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10266777
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I
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by Endeavour Cooperative Partners LLC
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Common Stock
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12/31/2013
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C4
(2)
(4)
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164471
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A
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$0.0069
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10266777
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I
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by Endeavour Cooperative Partners LLC
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Common Stock
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12/31/2013
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J4
(5)
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4244500
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A
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$0.0229
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10266777
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I
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by Endeavour Cooperative Partners LLC
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Common Stock
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12/31/2013
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J4
(6)
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4244499
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D
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$0.0001
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10266777
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I
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by Endeavour Cooperative Partners LLC
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Common Stock
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12/31/2013
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J4
(7)
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388796
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D
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$0.0001
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10266777
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I
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by Endeavour Cooperative Partners LLC
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Common Stock
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12/31/2013
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J4
(8)
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3027801
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A
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$0.0001
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10266777
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D
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Common Stock
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12/31/2013
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J4
(7)
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388796
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A
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$0
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10266777
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D
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Common Stock
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12/31/2013
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J4
(11)
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6850180
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A
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$0.0174
(11)
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10266777
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D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Preferred Stock
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$0.0002
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5/10/2013
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J4
(1)
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6578853
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5/10/2013
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12/31/2013
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Common Stock
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6578853
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$0.0002
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0
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I
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by Endeavour Cooperative Partners LLC
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Preferred Stock
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$0
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12/31/2013
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C4
(4)
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6578853
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5/10/2013
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12/31/2013
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Common Stock
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6578853
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$0.0002
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0
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I
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by Endeavour Cooperative Partners LLC
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Non-Qualified Stock Option Plan (right to buy Common Stock)
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$0.25
(9)
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12/31/2013
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A4
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1000000
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12/31/2013
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12/31/2015
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Common Stock
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1000000
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$0
(10)
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1000000
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D
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Explanation of Responses:
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(
1)
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Preferred Shares issued for cancelling $3,400.00 debt.
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(
2)
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Pursuant to 40 to 1 reverse stock split.
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(
3)
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No sale or purchase -- stock returned to Company.
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(
4)
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Preferred shares subsequently converted into common stock on a 1 for 1 basis and reduced pursuant to the 40 to 1 reverse stock split.
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(
5)
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Conversion of related party debt.
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(
6)
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Shares sold in private transactions pursuant to Stock Purchase Agreements.
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(
7)
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Distribution to LLC members pursuant to LLC's operating agreement.
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(
8)
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Acquired from Endeavour Cooperative Partners, LLC, pursuant to a Stock Purchase Agreement dated December 31, 2013.
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(
9)
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Per the 2014 Non-Qualified Stock Option Plan Agreement with Reporting Person dated December 31, 2013, the Stock Options vested immediately and expire two years thereafter.
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(
10)
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The Issuer's Board of Directors granted the options to the Reporting Person to encourage the acquisition of an equity interest in the Company.
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(
11)
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Per the Share Exchange Agreement between Tecton Corporation (now known as Endurance Exploration Group, Inc.)("EXPL") and Endurance Exploration Group, LLC (the "LLC") and its member owners, EXPL acquired one hundred percent (100%) of the membership interests in the LLC and, in exchange, the former members of the LLC received 20,550,539 shares of the EXPL's Common Stock. Reporting Person was a former member
of the LLC and received 6,850,180 shares of EXPL pursuant to his percentage ownership of the LLC. The net equity in the LLC at the acquisition date was $357,422.10. Accordingly the effective share price for the 6,850,180 shares was $0.017392 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DILLEY CARL
12000 BISCAYNE BLVD
STE 406
MIAMI, FL 33181
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X
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X
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Signatures
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Carl Dilley
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2/11/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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