Statement of Changes in Beneficial Ownership (4)
March 21 2023 - 2:04PM
Edgar (US Regulatory)
FORM 4
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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
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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
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McEwen David S |
2. Issuer Name and Ticker or Trading Symbol
KonaTel, Inc.
[
KTEL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO |
(Last)
(First)
(Middle)
500 N. CENTRAL EXPRESSWAY, SUITE 202 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/16/2023 |
(Street)
PLANO, TX 75074 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | | | | | | | | 15500000 | D | |
Common Stock | 3/16/2023 | | M | | 187500 (2) | A | $0.22 | 15687500 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Option | $0.22 | | | | | | | 3/18/2018 | 3/18/2023 | Common Stock | 187500 (1) | | 187500 | D | |
Option | $0.22 | | | | | | | 6/18/2018 | 6/18/2023 | Common Stock | 187500 (1) | | 375000 | D | |
Option | $0.22 | | | | | | | 9/18/2018 | 9/18/2023 | Common Stock | 187500 (1) | | 562500 | D | |
Option | $0.22 | | | | | | | 12/18/2018 | 12/18/2023 | Common Stock | 187500 (1) | | 750000 | D | |
Option | $0.22 | | | | | | | 3/18/2019 | 3/18/2024 | Common Stock | 187500 (1) | | 937500 | D | |
Option | $0.22 | | | | | | | 6/18/2019 | 6/18/2024 | Common Stock | 187500 (1) | | 1125000 | D | |
Option | $0.22 | | | | | | | 9/18/2019 | 9/18/2024 | Common Stock | 187500 (1) | | 1312500 | D | |
Option | $0.22 | | | | | | | 12/18/2019 | 12/18/2024 | Common Stock | 187500 (1) | | 1500000 | D | |
Option | $0.22 | 3/16/2023 | | M | | | 187500 | 3/18/2018 | 3/18/2023 | Common Stock | 187500 (2) | $0.22 | 1312500 | D | |
Explanation of Responses: |
(1) | Mr. McEwen received these non-compensatory stock options on December 18, 2017, as part of an exchange of his shares in KonaTel, Inc., a Nevada corporation ("KonaTel Nevada"), for shares of common stock and these non-compensatory stock options under a merger whereby the Company acquired KonaTel Nevada from Mr. McEwen, its sole shareholder. |
(2) | Effective December 18, 2017, the Company completed an Agreement and Plan of Merger whereby a newly formed wholly-owned subsidiary merged with and into KonaTel Nevada, and under which KonaTel Nevada was the surviving corporation and became a wholly-owned subsidiary of the Company. Mr. McEwen was the sole shareholder of KonaTel Nevada and received merger consideration of 13,500,000 shares of the Company's Common Stock and 1,500,000 non-compensatory options to acquire shares of the Company's Common Stock under the merger. On March 16, 2023, Mr. McEwen exercised his first tranche of 187,500 stock options for 187,500 shares of Common Stock, which were issued on March 20, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
McEwen David S 500 N. CENTRAL EXPRESSWAY SUITE 202 PLANO, TX 75074 | X | X | Chairman and CEO |
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Signatures
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/s/ D. Sean McEwen | | 3/20/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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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