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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 3.97 | 05/09/2022 | M | 50,000 (1) | (2) | 05/22/2022 | Common Stock | 50,000 | $ 0 | 0 (1) | D | ||||
Stock Option (right to buy) | $ 3.65 | (3) | 07/27/2023 | Common Stock | 100,000 | 100,000 | D | ||||||||
Stock Option (right to buy) | $ 3.15 | (4) | 01/17/2025 | Common Stock | 25,000 | 25,000 | D | ||||||||
Stock Option (right to buy) | $ 7.005 | (5) | 10/14/2027 | Common Stock | 50,000 | 50,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Duff Mark 8302 DUNWOODY PLACE, SUITE 250 ATLANTA, GA 30350 |
President and CEO |
/s/ Mark Duff | 05/11/2022 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On May 9, 2022, the Reporting Person exercised 100% of an incentive stock option granted May 15, 2016 under the Company's 2010 Stock Option Plan (the "2010 Plan"), for the purchase of 50,000 shares of the Company's Common Stock at an exercise price of $3.97 per share (the "Option Shares"). As permitted by the 2010 Plan, the Reporting Person elected to pay the exercise price of the Option Shares by having the Company withhold from the Option Shares a number of shares having a fair market value equal to the aggregate exercise price of $198,500. Since the fair market value of the Company's Common Stock on May 9, 2022 (as determined in accordance with the 2010 Plan) was $5.93 per share, the Company withheld 33,474 shares of Common Stock ($198,500 divided by $5.93) to pay the aggregate exercise price of the option. |
(2) | Incentive stock option granted 05/15/2016 under the 2010 Plan. The option was for a 6-year period and vested over a 3-year period, in equal one-third increments per year. |
(3) | Incentive stock option granted 07/27/2017 under the Company's 2017 Stock Option Plan (the "2017 Plan"). The option is for a 6-year period and vests over a 5-year period, in equal one-fifth increments per year. |
(4) | Incentive stock option granted 01/17/2019 under the Company's 2017 Plan. The option is for a 6-year period and vests over a 5-year period, in equal one-fifth increments per year. |
(5) | Incentive stock option granted 10/14/2021 under the Company's 2017 Plan. The option is for a 6-year period and vests over a 5-year period, in equal one-fifth increments per year. |