Statement of Changes in Beneficial Ownership (4)
February 15 2023 - 11:14AM
Edgar (US Regulatory)
FORM 4
[X]
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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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
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1. Name and Address of Reporting Person
*
Bosua Phillip |
2. Issuer Name and Ticker or Trading Symbol
KNOW LABS, INC.
[
KNWN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former CEO and President |
(Last)
(First)
(Middle)
500 UNION STREET, SUITE 810 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/23/2023 |
(Street)
SEATTLE, WA 98101
(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 | | | | | | | | 3005000 | D | |
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 Common Stock | $1.28 | 1/23/2023 | | J (1) | | | 0 | (1)(2) | 1/23/2024 | Common Stock | 1000000 | $0 | 1000000 | D | |
Option to Purchase Common Stock (2) | $1.10 | 1/23/2023 | | J (1) | | | 1200000 | (1)(3) | (1)(3) | Common Stock | 1200000 | $0 | 0 | D | |
Option to Purchase Common Stock (3) | $1.53 | 1/23/2023 | | J (1) | | | 3959795 | (1)(4) | 1/23/2024 | Common Stock | 3959795 | $0 | 304600 | D | |
Option to Purchase Common Stock | $2.09 | 1/23/2023 | | J (1) | | | 975000 | (1)(5) | 1/23/2024 | Common Stock | 975000 | $0 | 325000 | D | |
Option to Purchase Common Stock | $1.41 | 1/23/2023 | | J (1) | | | 1250000 | (1)(6) | (1)(6) | Common Stock | 1250000 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to Separation and Release Agreement dated January 23, 2023, all outstanding Options to Purchase Common Stock have ceased vesting after the Separation Date (01/23/2023) and all vested stock options shall be exercisable for a period of one year after the Separation Date. All unvested options have been cancelled. As a result, the Company and Bosua entered into amended Stock Option Agreements reflecting the aforementioned terms. |
(2) | All 1,000,000 options are vested; The expiration date has thus been extended from August 1, 2023 to January 23, 2024. |
(3) | All 1,200,000 options have been cancelled. |
(4) | 304,600 options under the stock option agreement dated December 15, 2020 have vested and 3,959,795 remaining options have been cancelled. The expiration date has been amended to January 23, 2024. |
(5) | 325,000 options under the stock option agreement dated December 15, 2021 have vested and 975,000 remaining options have been cancelled. The expiration date has been amended to January 23, 2024. |
(6) | All 1,250,000 options have been cancelled. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bosua Phillip 500 UNION STREET SUITE 810 SEATTLE, WA 98101 |
| X |
| Former CEO and President |
Signatures
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/s/ Phillip A. Bosua | | 2/14/2023 |
**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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