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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 | ||||||||
Employee Stock Option (right to buy) | $ 0.368 | 10/05/2016 | A | 1,500,000 | 10/05/2016 | 07/05/2026 | Common Stock | 1,500,000 | $ 0 | 1,500,000 (1) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mona Michael Joseph Jr 2688 SOUTH RAINBOW BOULEVARD, SUITE B LAS VEGAS, NV 89146 |
X | X | President and CEO |
/s/ Michael J. Mona, Jr. | 10/17/2016 | |
**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) | See remarks below. |
Remarks: (1) On July 6, 2016, the Reporting Person was granted an option to purchase 6,000,000 shares of the Issuer's Common Stock. The option is performance-based, and vests and becomes exercisable as follows: (i) the first time the Issuer completes development of a U.S. Food & Drug Administration ("FDA") current good manufacturing practice grade batch of successfully synthetically formulated Cannabidiol ("CBD") for use in drug development activities (25% vesting of the shares subject to the option); (ii) the first time the Issuer files an investigational new drug application with the FDA in connection with a development program utilizing CBD as the active pharmaceutical ingredient (a "CBD Drug Product") (25% vesting of the shares subject to the option); (iii) the first time the Issuer commences a Phase I clinical trial as authorized by the FDA for a CBD Drug Product (25% vesting of the shares subject to the option); and (iv) the first time the Issuer commences a Phase II clinical trial as authorized by the FDA for a CBD Drug Product (25% vesting of the shares subject to the option). On October 5, 2016, the first performance criteria was met resulting in vesting of the option as to 1,500,000 shares. |