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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
| Stock Option | $ 1.1 | 07/18/2016(1) | D | 600,000 | (1) | 07/19/2016 | Common Stock | 600,000 | (1) | 0 | D | ||||
| Stock Option | $ 0.46 | 07/18/2016(2) | D | 325,000 | (2) | 06/05/2017 | Common Stock | 325,000 | (2) | 100,000 | D | ||||
| Stock Option | $ 1.74 | 07/18/2016(3) | D | 110,000 | (3) | 04/08/2020 | Common Stock | 110,000 | (3) | 100,000 | D | ||||
| Stock Option | $ 0.6 | 07/18/2016(4) | D | 400,000 | (4) | 05/05/2021 | Common Stock | 400,000 | (4) | 100,000 | D | ||||
| Stock Option | $ 0.6 | 07/18/2016(5) | D | 350,000 | (5) | 05/05/2021 | Common Stock | 350,000 | (5) | 0 | D | ||||
| Stock Option | $ 0.65 (6) | 07/18/2016(7) | A | 325,000 | (7) | 12/05/2017 | Common Stock | 325,000 | (7) | 325,000 | D | ||||
| Stock Option | $ 1.74 (6) | 07/18/2016(8) | A | 110,000 | (8) | 04/08/2020 | Common Stock | 110,000 | (8) | 110,000 | D | ||||
| Stock Option | $ 0.65 (6) | 07/18/2016(9) | A | 400,000 | (9) | 05/05/2021 | Common Stock | 400,000 | (9) | 400,000 | D | ||||
| Stock Option | $ 0.65 (6) | 07/18/2016(10) | A | 350,000 | (10) | 05/05/2021 | Common Stock | 350,000 | (10) | 350,000 | D | ||||
| Warrants | $ 0.55 | 11/02/2012 | 11/30/2017 | Common Stock | 37,500 | 37,500 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kasch Rick D 501 S. CHERRY STREET, SUITE 1000 DENVER, CO 80246 |
X | President and CEO | ||
| /s/ Rick D. Kasch | 07/18/2016 | |
| **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) | This transaction involves rescission of a prior grant pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 600,000 shares were vested. |
| (2) | This transaction involves partial rescission of a prior grant pursuant to an dated July 18, 2016 agreement between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 325,000 shares were vested. The remaining options to acquire 100,000 shares remain vested as of the date hereof. |
| (3) | This transaction involves partial rescission of a prior grant pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 110,000 shares were not vested. Of the remaining options to acquire 100,000 shares, options to acquire 70,000 shares vested on 1/1/16 and 30,000 shares will vest on 1/1/17 if the conditions to vesting exist on that date. |
| (4) | This transaction involves partial rescission of a prior grant pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 400,000 shares were not vested. The remaining options to acquire 100,000 shares will vest on 12/31/16 if the conditions to vesting exist on that date. |
| (5) | This transaction involves rescission of a prior grant pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 350,000 shares were not vested. |
| (6) | The exercise price per share of the new option grant is the higher of the exercise price of the forfeited options or the closing sale price of the Company's common stock on July 7, 2016, the date of approval of the new option grant and related agreements by a special independent committee of the Board of Directors (the "Special Committee"). |
| (7) | The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person and are subject to approval by Enservco's stockholders of its 2016 Stock Incentive Plan (the "2016 Plan"), as adopted by the Board on 7/18/16. If the 2016 Plan is approved by stockholders, options to acquire 325,000 shares will vest on the date of stockholder approval. |
| (8) | The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person and are subject to approval by Enservco's stockholders of the 2016 Plan. If the 2016 Plan is approved by stockholders, options to acquire 40,000 shares will vest on 1/1/17, and the remaining options to acquire 70,000 shares will vest on 1/1/18, in both cases if the conditions to vesting exist on such date. |
| (9) | The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person and are subject to approval by Enservco's stockholders of the 2016 Plan. If the 2016 Plan is approved by stockholders, options to acquire 150,000 shares will vest on 12/31/16, and the remaining options to acquire 250,000 shares will vest on 12/31/17, in both cases if the conditions to vesting exist on such date. |
| (10) | The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person and are subject to approval by Enservco's stockholders of its 2016 Stock Incentive Plan, as adopted by the Board on 7/18/16. If the 2016 Plan is approved by stockholders, options to acquire 116,667 shares will vest on 12/31/16, 116,667 shares will vest on 12/31/17 and the remaining options to acquire 116,666 will vest on 12/31/18, in both cases if the conditions to vesting exist on such date. |