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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Annual Stock Award | Â | 07/28/2017 | Â | A | 100,000 | Â | Â (2) | Â (2) | Common Stock | $ 0 | 5,100,000 | Â | ||
Incentive Stock Option Award | Â | 07/28/2017 | Â | A | 500,000 | Â | Â (3) | Â (4) | Common Stock | $ 0 | 5,600,000 | Â | ||
Incentive Stock Option Award | Â | 07/28/2017 | Â | A | 500,000 | Â | Â (3) | Â (4) | Common Stock | $ 0 | 6,100,000 | Â | ||
Incentive Stock Option Award | Â | 07/28/2017 | Â | A | 500,000 | Â | Â (3) | Â (4) | Common Stock | $ 0 | 6,600,000 | Â | ||
Incentive Stock Option Award | Â | 07/28/2017 | Â | A | 500,000 | Â | Â (3) | Â (4) | Common Stock | $ 0 | 7,100,000 | Â | ||
Incentive Stock Option Award | Â | 07/28/2017 | Â | A | 500,000 | Â | Â (3) | Â (4) | Common Stock | $ 0 | 7,600,000 | Â | ||
Incentive Stock Option Award | Â | 07/28/2017 | Â | A | 500,000 | Â | Â (3) | Â (4) | Common Stock | $ 0 | 8,100,000 | Â | ||
Incentive Stock Option Award | Â | 07/28/2017 | Â | A | 500,000 | Â | Â (3) | Â (4) | Common Stock | $ 0 | 8,600,000 | Â | ||
Incentive Stock Option Award | Â | 07/28/2017 | Â | A | 500,000 | Â | Â (3) | Â (4) | Common Stock | $ 0 | 9,100,000 | Â | ||
Incentive Stock Option Award | Â | 07/28/2017 | Â | A | 500,000 | Â | Â (3) | Â (4) | Common Stock | $ 0 | 9,600,000 | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Giordano Enrico 740 S. FEDERAL HWY #606 PAMPANO BEACH, FL 33062 |
 X |  |  Vice President |  |
/s/ Enrico Giordano | 02/16/2018 | |
**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) | Strike Price for each Incentive Stock Option Award shall be set at 110% of the average of the closing bid price for the ten days preceding the Company's achievement of each milestone. |
(2) | Annual Stock Awards are awarded annually starting on 7/28/2018 and will continue to be received annually so long as the Executive is in continous service to the Company as defined by the Employment Agreement. |
(3) | Each Incentive Stock Option Award is earned upon the Company's achieving increments of $1,000,000 in Gross Revenue (the "milestone") up until the Company achieves $10,000,000 in cumulative Gross Revenue. |
(4) | Each Incentive Stock Option award expires 5 years from the date each milestone is achieved. |
(5) | The annual stock award is a stock grant based on continuous years of service to the Company and therefore does not have an exercise price. |