Form 4 for BESS Bimergen Energy Corp
Accepted 2022-07-06 00:00:00 ET · period of report 2022-06-27 · accession 0001493152-22-018739 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-07-06 | 2022-06-27 | BESS | Tran Benjamin B | CEO, Dir, 10% | C - Cnv Deriv | — | +51.51M | 51.52M | +515,077% | — |
| DMI | 2022-07-06 | 2022-06-27 | BESS | Tran Benjamin B | CEO, Dir, 10% | C - Cnv Deriv | — | +96.93M | 148.45M | +188% | — |
| DMI | 2022-07-06 | 2022-06-27 | BESS | Tran Benjamin B | CEO, Dir, 10% | C - Cnv Deriv | $0.00 | -1.80M | 0 | -100% | $0 |
| D | 2022-07-06 | 2022-06-27 | BESS | Tran Benjamin B | CEO, Dir, 10% | C - Cnv Deriv | $0.00 | -954.3K | 96.93M | -1.0% | $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 | Common Stock, par value $0.001 | 2022-06-27 | C | A | 51,507,749 | — | 51,517,749 | D Direct and by Spouse | — | — | (F1) Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date. |
| 2 | Common | Common Stock, par value $0.001 | 2022-06-27 | C | A | 51,507,749 | — | 103,025,498 | I By United System Capital LLC | — | — | (F1) Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date. (F2) Includes 51,517,749 shares held directly by the Reporting Person and 51,507,749 held by the Reporting Person's spouse. |
| 3 | Common | Common Stock, par value $0.001 | 2022-06-27 | C | A | 45,419,533 | — | 148,445,031 | I | — | — | (F1) Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date. (F3) Includes 51,517,749 shares held directly by the Reporting Person, 51,507,749 held by the Reporting Person's spouse and 45,419,533 held by United System Capital LLC. (F4) The Reporting Person is the manager of United System Capital LLC, has voting control over shares owned by United System Capital LLC, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by United System Capital LLC, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 4 | Derivative | Series A Convertible Preferred Stock | 2022-06-27 | C | D | 954,277 | $0.00 | 45,419,533 | I By United System Capital LLC | — · — to — | 51,507,749 Common Stock | (F5) Reflects shares held by United System Capital LLC. (F1) Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date. |
| 5 | Derivative | Series A Convertible Preferred Stock | 2022-06-27 | C | D | 954,277 | $0.00 | 96,927,131 | D By Spouse | — · — to — | 51,507,749 Common Stock | (F1) Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date. |
| 6 | Derivative | Series A Convertible Preferred Stock | 2022-06-27 | C | D | 841,481 | $0.00 | 0 | I | — · — to — | 45,419,533 Common Stock | (F4) The Reporting Person is the manager of United System Capital LLC, has voting control over shares owned by United System Capital LLC, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by United System Capital LLC, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. (F1) Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date. |