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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit (1) | (4) | 09/29/2021 | A | 400,000 (2) | (3) | (4) | Common Stock | 400,000 | (3) | 400,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kovalik Edward C/O CROWN ELECTROKINETICS CORP. 11601 WILSHIRE BLVD., SUITE 2240 LOS ANGELES, CA 90025 |
X | President and COO |
/s/ Edward Kovalik | 12/17/2021 | |
**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) | Granted pursuant to the Issuer's 2020 Employee Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. |
(2) | In connection with the Reporting Person's Form 4 filing on February 20, 2021, a grant of 400,000 shares of restricted stock pursuant to the Reporting Person's employment agreement with the Issuer was prematurely disclosed; this disclosed grant was never formalized. This grant of 400,000 restricted stock units was made by the Issuer in satisfaction of the Reporting Person's entitlement to an equity award grant pursuant to his employment agreement with the Issuer. |
(3) | 77,778 of the restricted stock unit vested on September 29, 2021. Subject to the Reporting Person remaining in continuous service with the Issuer through each applicable vesting date, 11,111 of the restricted stock units will vest monthly for a period of 28 months beginning October 20, 2021, with the remaining 11,114 restricted stock units vesting on February 20, 2024. In the event of a change in control of the Issuer, all then-unvested restricted stock units will vest as of the date of such change in control; if the Reporting Person terminates service with the Issuer as a result of his death, disability or a termination by the Issuer without cause, 100% of the unvested restricted stock units will vest as of the date of such termination. Share of unrestricted Common Stock of the Issuer will be issued with respect to vested restricted stock units on the earliest to occur of (1) February 20, 2026; (2) the Reporting Person's separation from service; (3) a change in control; or (4) the Reporting Person's death. |
(4) | Not applicable. |