Amended Statement of Changes in Beneficial Ownership (4/a)
March 13 2020 - 4:46PM
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
*
Peterson Derek |
2. Issuer Name and Ticker or Trading Symbol
Terra Tech Corp.
[
TRTC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Strategy Officer |
(Last)
(First)
(Middle)
2040 MAIN STREET, SUITE 225 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2020 |
(Street)
IRVINE, CA 92614
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
2/19/2020 |
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 (1) | 2/14/2020 | | J | | 7308059 | A | (2) | 7308059 | I | By Equity IQ, LLC |
Common Stock | | | | | | | | 875522 | D | |
Common Stock | | | | | | | | 989574 | I | See footnote (4) |
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 |
Nonqualified Stock Options | $1.35 | 2/14/2020 | | J | | | 73333 | 3/31/2016 (5) | 1/7/2026 | Common Stock | 73333 | (3) | 0 | D | |
Nonqualified Stock Options | $2.535 | 2/14/2020 | | J | | | 100000 | 6/30/2017 (5) | 5/23/2027 | Common Stock | 100000 | (3) | 0 | D | |
Nonqualified Stock Options | $4.3875 | 2/14/2020 | | J | | | 266667 | 3/31/2018 (5) | 1/14/2028 | Common Stock | 266667 | (3) | 0 | D | |
Nonqualified Stock Options | $2.02 | 2/14/2020 | | J | | | 275000 | 9/30/2018 (5) | 7/29/2028 | Common Stock | 275000 | (3) | 0 | D | |
Nonqualified Stock Options | $1.00 | 2/14/2020 | | J | | | 1500000 | 12/31/2018 (5) | 12/10/2028 | Common Stock | 1500000 | (3) | 0 | D | |
Nonqualified Stock Options | $0.585 | 2/14/2020 | | J | | | 1000000 | 6/30/2019 (5) | 6/19/2029 | Common Stock | 1000000 | (3) | 0 | D | |
Explanation of Responses: |
(1) | Shares of common stock of the corporation then known as OneQor Technologies, Inc. ("OneQor") were converted into shares of common stock of Terra Tech Corp. ("Terra Tech") pursuant to that certain Agreement and Plan of Merger, dated as of October 30, 2019, as amended, by and among Terra Tech, TT Merger Sub, Inc. ("Merger Sub"), OneQor, Matthew Morgan, Larry Martin, and the shareholder representative thereunder (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of OneQor common stock was exchanged for 44.9762 shares of Terra Tech common stock in connection with the merger of Merger Sub into OneQor (the "Merger"). |
(2) | Received in exchange for 162,500 shares of OneQor common stock in connection with the Merger. On the effective date of the Merger, the closing price of Terra Tech's common stock was $0.16 per share. |
(3) | Under the terms of the Merger Agreement, the Reporting Person agreed to forfeit all of his stock options. |
(4) | Common Stock held in the name of the Reporting Person's spouse. |
(5) | The nonqualified stock option vests in twelve equal quarterly installments. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Peterson Derek 2040 MAIN STREET SUITE 225 IRVINE, CA 92614 | X |
| Chief Strategy Officer |
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Signatures
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/s/ Derek Peterson | | 3/13/2020 |
**Signature of Reporting Person | Date |