|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Note (1) | (1) | 12/31/2019 | A | $ 5,665,503 (1) | (1) | 06/30/2020(1) | Common Stock | (1) | (1) | $ 5,666,503 (1) | I | See footnote (2) | |||
Stock Option (3) | $ 8.87 | 01/01/2020 | A | 3,948 | (3) | 01/01/2030 | Common Stock | 3,948 | (3) | 9,948 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Johnson Michael C/O FLUX POWER HOLDINGS, INC. 2685 S. MELROSE DRIVE VISTA, CA 92081 |
X | X |
/s/ Michael Johnson | 06/29/2020 | |
**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) | In connection with Flux Power, Inc., the wholly-owned subsidiary of the Issuer, extension of the maturity date from December 31, 2019 to June 30, 2020 of the Secured Promissory Note, dated March 28, 2019, as amended on October 10, 2019 and December 31, 2019 ("Note") for a $12 million line of credit, held Esenjay Investments, LLC, a Delaware limited liability company ("Esenjay"), the Issuers granted Esenjay the right to convert the Note at any time on or after the Issuer's next qualified financing (with gross proceeds of at least $1 million) at a conversion price equal to the price per share paid by other investors in such financing. As of December 31, 2019, Esenjay has $5,666,503 outstanding under the Note. The Note was not convertible and the conversion price was not fixed at December 31, 2019. |
(2) | Mr. Johnson is the sole director and beneficial owner of Esenjay. |
(3) | Pursuant to the stock option, Reporting Person has a right to purchase up to 3,948 shares of common stock of Issuer. The stock option vests over a 2 year period in quarterly installments, starting on 1/1/2020. The exercise price is the fair market value of Issuer's common stock, which is $8.87 per share based on the Issuer's 30day volume-weighted average price on January 1, 2020. |