- Statement of Changes in Beneficial Ownership (4)
19 Julho 2012 - 7:06AM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
0.5
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
FITZPATRICK TIM
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2. Issuer Name
and
Ticker or Trading Symbol
Umami Sustainable Seafood Inc.
[
UMAM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
C/O UMAMI SUSTAINABLE SEAFOOD INC, 1230 COLUMBIA STREET, SUITE 440
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/5/2012
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(Street)
SAN DIEGO, CA 92101
(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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$1.60
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1/5/2012
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A
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875000
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(1)
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1/4/2017
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Common Stock
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875000
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$0
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875000
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D
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Restricted Stock Units
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(2)
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7/1/2012
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A
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500000
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(2)
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(2)
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Common Stock
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500000
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$0
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500000
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D
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Explanation of Responses:
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(
1)
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Forty-five percent of the option is scheduled to vest in six substantially equal semi-annual installments, with the first such installment vesting on July 5, 2012, and the vesting of the remaining fifty-five percent of the option is subject to the occurrence of an equity offering of the issuer's securities as provided in the reporting person's employment agreement with the issuer, subject in each case to the reporting person's continued employment with the issuer through the vesting date.
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(
2)
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Each restricted stock unit represents a contingent right to receive, upon vesting, one share of the issuer's common stock. The vesting of the restricted stock units is subject to a performance condition within 18 months after the date of grant, subject to the reporting person's continued employment with the issuer through the date of its occurrence.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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FITZPATRICK TIM
C/O UMAMI SUSTAINABLE SEAFOOD INC
1230 COLUMBIA STREET, SUITE 440
SAN DIEGO, CA 92101
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Chief Financial Officer
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Signatures
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/s/ Tim Fitzpatrick
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7/18/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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