Statement of Changes in Beneficial Ownership (4)
May 04 2017 - 5:06PM
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).
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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
Estimated average burden
hours per response...
0.5
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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
*
CALVERT DENNIS P
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2. Issuer Name
and
Ticker or Trading Symbol
BIOLARGO, INC.
[
BLGO
]
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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)
President
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(Last)
(First)
(Middle)
14921 CHESTNUT ST.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/2/2017
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(Street)
WESTMINSTER, CA 92683
(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)
_
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
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5/2/2017
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A
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1500000
(1)
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A
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$0.45
(2)
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8507528
(3)
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Option to Purchase Common Stock
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$0.45
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5/2/2017
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A
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3731322
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5/2/2018
(4)
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5/2/2027
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Common Stock
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3731322
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(5)
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4883296
(6)
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D
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Explanation of Responses:
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(1)
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The shares issued are unvested as set forth in a Lock-Up Agreement dated May 2, 2017 (filed as Exhibit 10.3 to the Form 8-K filed by Issuer May 4, 2017).
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(2)
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These shares were issued to reporting person as consideration for services to be provided pursuant to an employment agreement with Issuer dated May 2, 2017. The Price indicated reflects the closing price of Issuer's common stock as of the date of issuance.
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(3)
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Includes 1,528,695 shares beneficially owned indirectly by Reporting Person through ownership of New Millennium Capital Partners LLC; includes 385,000 shares beneficially owned indirectly by Reporting person as trustee for a special needs trust for the benefit of his daughter.
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(4)
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The option shares vest equally in five increments at each anniversary of the grant date, so long as Reporting Person's employment agreement with Issuer dated May 2, 2017 is not terminated.
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(5)
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The option was awarded to Reporting Person as consideration for services to be provided pursuant to an employment agreement with Issuer dated May 2, 2017.
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(6)
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Includes an option to purchase 691,974 shares beneficially owned indirectly by Reporting Person through ownership of New Millennium Capital Partners LLC.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CALVERT DENNIS P
14921 CHESTNUT ST.
WESTMINSTER, CA 92683
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X
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President
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Signatures
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/s/ John R. Browning, Attorney-In-Fact
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5/4/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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