Statement of Changes in Beneficial Ownership (4)
10 8월 2022 - 7:45AM
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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Lee James Edward |
2. Issuer Name and Ticker or Trading Symbol
Alfi, Inc.
[
ALF
]
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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) Interim CEO |
(Last)
(First)
(Middle)
C/O ALFI, INC., 429 LENOX AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/5/2022 |
(Street)
MIAMI BEACH, FL 33139
(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) | 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 |
Warrant (right to buy) (1) | $1.51 | 8/5/2022 | | A | | 375000 | | 11/5/2022 | 8/5/2025 | Common Stock | 375000 | $0 | 375000 | I | See Footnote (2) |
Convertible Note (2) | $1.635 | 8/5/2022 | | A | | $500000 | | 11/5/2022 | 4/12/2023 | Common Stock | 305811 (3) | $500000 | $500000 | I | See Footnote (2) |
Explanation of Responses: |
(1) | The Warrant and Convertible Note were issued to Lee Aerospace, Inc. pursuant to, and in connection with, Amendment No. 2 to Credit and Security Agreement between Alfi, Inc. (as borrower) and Lee Aerospace, Inc. (as lender), dated August 5, 2022. |
(2) | The Warrant and Convertible Note were issued to, and are held directly by, Lee Aerospace, Inc. James Lee, a director of Alfi, Inc., may be deemed to beneficially own securities held by Lee Aerospace, Inc. by virtue of his control over Lee Aerospace, Inc. Mr. Lee disclaims beneficial ownership of the Alfi, Inc. securities held by Lee Aerospace, Inc. other than to the extent of his pecuniary interest in such securities. |
(3) | Reflects the number of shares of the Issuer's common stock issuable upon conversion of the $500,000 principal amount of the Convertible Note. Interest on the unpaid principal amount of the Convertible Note accrues at an annual rate of 6% through October 12, 2022 and an annual rate of 9% thereafter, except that in event of default additional penalty interest at an annual rate of 3% will accrue on borrowings through October 12, 2022. Unpaid interest accrued on the Convertible Note is also convertible into shares of the Issuer's common stock |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lee James Edward C/O ALFI, INC. 429 LENOX AVENUE MIAMI BEACH, FL 33139 | X | X | Interim CEO |
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Signatures
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/s/ James Lee | | 8/9/2022 |
**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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