Statement of Changes in Beneficial Ownership (4)
April 16 2014 - 1:00PM
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
*
Ullrich Peter
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2. Issuer Name
and
Ticker or Trading Symbol
EAU TECHNOLOGIES, INC.
[
EAUI.OB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1800 NW 89TH PLACE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/10/2014
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(Street)
MIAMI, FL 33172
(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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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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10% Convertible Note due November 2014
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$.31
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4/10/2014
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A
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977419
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4/10/2014
(1)
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11/30/2014
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Common Stock
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977419
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$0
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977419
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D
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Warrant
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$.31
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4/10/2014
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A
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303000
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4/10/2014
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4/10/2019
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Common Stock
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303000
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$0
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303000
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D
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10% Convertible Note due November 2014
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$.31
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4/10/2014
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D
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358527
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12/31/2011
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11/30/2013
(2)
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Common Stock
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358527
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$0
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358527
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D
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10% Convertible Note due November 2014
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$.31
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4/10/2014
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A
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358527
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12/31/2011
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11/30/2014
(2)
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Common Stock
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358527
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$0
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358527
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D
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Convertbile Promissory Note
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$1.00
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4/10/2014
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D
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3000000
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12/31/2011
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11/30/2013
(3)
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Common Stock
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3000000
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$0
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3000000
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I
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By Water Science, LLC
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Convertbile Promissory Note
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$1.00
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4/10/2014
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A
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3000000
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12/31/2011
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11/30/2014
(3)
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Common Stock
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3000000
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$0
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3000000
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I
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By Water Science, LLC
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10% Convertible Note due November 2014
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$.31
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1/31/2014
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D
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4274193
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1/31/2013
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11/30/2013
(2)
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Common Stock
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4274193
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$0
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4274193
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D
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10% Convertible Note due November 2014
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$.31
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1/31/2014
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A
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4274193
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1/31/2013
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11/30/2014
(2)
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Common Stock
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4274193
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$0
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4274193
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D
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Explanation of Responses:
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(
1)
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On April 10, 2014, the Reporting Person and EAU Technologies, Inc. (the "Company") entered into a loan agreement (the "Note"). The principal amount of the Note is $303,000. The Note will bear interest at a rate of 10% annually and will mature on November 30, 2014. The Note is convertible into shares of the Company's common stock at $.31 per share and no principal or interest payments are due until maturity.
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(
2)
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The Board amended the terms of the Note to extend the maturity date to November 30, 2014.
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(
3)
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The Board approved the amendment of certain terms of the Company's $3,000,000 Third Amended and Restated Senior Secured Convertible Promissory Note dated October 21, 2010 (the "2010 Promissory Note") with Water Science, LLC. The 2010 Promissory Note was amended to extend the maturity date to November 30, 2014.
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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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Ullrich Peter
1800 NW 89TH PLACE
MIAMI, FL 33172
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X
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X
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Signatures
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/s/ Peter Ullrich
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4/14/2014
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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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