Statement of Changes in Beneficial Ownership (4)
November 01 2022 - 6:59PM
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).
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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
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AKIN THOMAS B |
2. Issuer Name and Ticker or Trading Symbol
MOBIVITY HOLDINGS CORP.
[
MFON
]
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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)
55 NORTH ARIZONA PLACE, SUITE 310 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/4/2020 |
(Street)
CHANDLER, AZ 85226
(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)
___ Form filed by One Reporting Person
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X
_ 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 | 5/4/2020 | | P | | 61610 | A | $0.70 | 6156263 | D | |
Common Stock | 5/5/2020 | | P | | 7000 | A | $0.77 (1) | 6163263 | D | |
Common Stock | 5/11/2020 | | P | | 1000 | A | $0.80 | 6164263 | D | |
Common Stock | 5/13/2020 | | P | | 24390 | A | $0.80 (2) | 6188653 | D | |
Common Stock | 5/20/2020 | | P | | 45 | A | $0.82 | 6188698 | D | |
Common Stock | 6/3/2020 | | P | | 2500 | A | $0.85 | 6191198 | D | |
Common Stock | 6/16/2020 | | P | | 3455 | A | $0.82 | 6194653 | D | |
Common Stock | 12/31/2020 | | A | | 1113767 | A | $1.25 | 7308420 | D | |
Common Stock | 5/10/2022 | | A | | 1064506 | A | $0.80 | 8372926 | D | |
Common Stock | 5/10/2022 | | A | | 1057184 | A | $0.80 | 7867220 | I | By Talkot Fund (3) |
Common Stock | 7/11/2022 | | A | | 517292 | A | $1.25 | 8890218 | D | |
Common Stock | 7/11/2022 | | A | | 1024167 | A | $1.25 | 8891387 | I | By Talkot Fund (3) |
Common Stock | 9/30/2022 | | A | | 625000 | A | $0.80 | 9515218 | 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 |
Warrant (right to buy) | $1.475 | 1/1/2022 | | A | | 20339 | | 1/1/2022 | 11/17/2024 | Common Stock | 20339 | $0 | 20339 | D | |
Warrant (right to buy) | $1.50 | 2/8/2022 | | A | | 517292 | | 2/8/2022 | 2/8/2025 | Common Stock | 517292 | $0 | 517292 | D | |
Warrant (right to buy) | $1.50 | 2/23/2022 | | A | | 547214 | | 2/23/2022 | 2/23/2025 | Common Stock | 547214 | $0 | 547214 | D | |
Warrant (right to buy) | $1.50 | 2/23/2022 | | A | | 1057184 | | 2/23/2022 | 2/23/2025 | Common Stock | 1057184 | $0 | 1057184 | I | By Talkot Fund (3) |
Warrant (right to buy) | $1.50 | 6/10/2022 | | A | | 97876 | | 6/10/2022 | 6/10/2025 | Common Stock | 97876 | $0 | 97876 | D | |
Warrant (right to buy) | $1.50 | 8/23/2022 | | A | | 625000 | | 8/23/2022 | 8/23/2025 | Common Stock | 625000 | $0 | 625000 | D | |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.75 to $0.835, inclusive. The reporting persons undertake to provide to Mobivity Holdings Corp., any security holder of Mobivity Holdings Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4. |
(2) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.80 to $0.88, inclusive. |
(3) | The reported securities are owned directly by Talkot Fund, L.P., a limited partnership for which Thomas B. Akin makes all voting and investment decisions. Mr. Akin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. This report is filed jointly by Talkot Fund, L.P. and Mr. Akin. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
AKIN THOMAS B 55 NORTH ARIZONA PLACE, SUITE 310 CHANDLER, AZ 85226 | X | X |
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Talkot Capital, LLC 55 NORTH ARIZONA PLACE, SUITE 310 CHANDLER, AZ 85226 |
| X |
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Signatures
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/s/ Thomas B. Akin, for himself and Talkot Fund, L.P. | | 10/31/2022 |
**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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