Form 4 for MRDN Meridian Holdings Inc./NV
Accepted 2022-03-21 00:00:00 ET · period of report 2021-06-29 · accession 0001477932-22-001529 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2022-03-21 | 2022-03-10 | MRDN | Luxor Capital LLC | 10% | J - Other | $0.00 | -1,000 | 0 | -100% | $0 |
| DM | 2022-03-21 | 2021-06-29+ | MRDN | Luxor Capital LLC | 10% | J - Other | $0.00 | +1,000 | 5.40M | +0.0% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Series B Voting Preferred Stock | 2022-03-10 | J | D | 1,000 | $0.00 | 0 | I Through Luxor Capital LLC | — | — | (F3) Prior to March 11, 2022, the holder of the shares of the Series B Voting Preferred Stock has the right to vote those shares of the Series B Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Issuer for approval. The vote of each share of the Series B Voting Preferred Stock (i.e., each of the 1,000 shares) is equal to and counted as 4 times the votes of all of the shares of the Issuer's other voting shares. (F2) Transfer of record ownership only between Luxor Capital LLC, which is controlled by Mr. Goodman and Mr. Goodman individually. No change in beneficial ownership. (F1) Luxor Capital LLC is wholly-owned by Mr. Goodman as such he is deemed to beneficially own the securities held by such entity. |
| 2 | Derivative | Series B Voting Preferred Stock | 2022-03-10 | J | A | 1,000 | — | 1,000 | D | — · 2022-05-20 to — | 1,000,000 Common Stock | (F9) Mr. Goodman and the Registrant mutually agreed to amend the terms of the Series B Voting Preferred Stock for no consideration. (F6) Effective March 11, 2022, the designation of the Series B Voting Preferred Stock was amended to add a conversion right to such Series B Voting Preferred Stock, which provides for (1) the right of the holder of the Series B Voting Preferred Stock to convert each share of the Series B Voting Preferred Stock into 1,000 shares of the Company's common stock at the holder's option from time to time after May 20, 2022; and (2) the automatic conversion of all outstanding shares of Series B Voting Preferred Stock into common stock of the Registrant, on a 1,000 for 1 basis, on the date that the aggregate beneficial ownership of the Registrant's common stock of Mr. Anthony Brian Goodman, falls below 10% of the Registrant's common stock then outstanding, or the first business day thereafter that the Registrant becomes aware of such. Such Series B Voting Preferred Stock also votes 7,500 voting shares each. (F7) Subject to the automatic conversion terms in footnote (6), above. (F8) No expiration date. |
| 3 | Derivative | Stock Option (right to buy) | 2021-06-29 | J | D | 5,400,000 | $0.00 | 0 | D | $0.07 · — to 2021-06-30 | 5,400,000 Common Stock | (F5) Previously vested. |
| 4 | Derivative | Stock Option (right to buy) | 2021-06-29 | J | A | 5,400,000 | $0.00 | 5,400,000 | D | $0.07 · — to 2022-12-31 | 5,400,000 Common Stock | (F5) Previously vested. |