Initial Statement of Beneficial Ownership (3)
10 Setembro 2021 - 7:49PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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0.5
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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
*
Walesa James |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/9/2021
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3. Issuer Name and Ticker or Trading Symbol
Clearday, Inc. [SCON]
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(Last)
(First)
(Middle)
C/O CLEARDAY INC., 8800 VILLAGE DRIVE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Executive Officer / |
(Street)
SAN ANTONIO, TX 78217
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.001 per share | 1004863 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series F Preferred Stock (1) | (1) | (2) | Common Stock | 623111 | (2) | D | |
Warrants (1) | (1) | 11/15/2029 | Common Stock | 242412 | $5 | D | |
AIU Alternative Care Inc. Series I Preferred Stock (1) | (1) | 6/9/2031 | Common Stock | 112499 (3) | (3) | D | |
Clearday Alternative Care OZ Fund LP Units (1) | (1) | 6/9/2031 | Common Stock | 26769 (3) | (3) | D | |
Explanation of Responses: |
(1) | Each security may be converted or exchanged at the holder's option, but limited to the extent that reporting person's resulting beneficial ownership (incl. shares owned by reporting person's affiliates (as defined by the Securities Act) would exceed 4.99%, unless limitation is waived by the reporting person's by notice of at least 61 days to the Issuer. The reporting person has provided such notice. |
(2) | No exercise price or expiration date. Exchange rate for this security is 1 share of preferred stock to 2.384656 shares of common stock. |
(3) | Exchange rate equal to (i) the aggregate investment amount plus accrued dividends at 10.25% per annum (assumed $899,994 and $214,153 for the preferred stock and the limited partnership units, respectively), (ii) divided by 80% of the common stock 20 consecutive day volume weighted closing price preceding the conversion date (assumed $10.00). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Walesa James C/O CLEARDAY INC. 8800 VILLAGE DRIVE SAN ANTONIO, TX 78217 | X | X | Chief Executive Officer |
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Signatures
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/s/ James T. Walesa | | 9/10/2021 |
**Signature of Reporting Person | Date |
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