Form 4 for ARQ Arq, Inc.
Accepted 2023-03-13 00:00:00 ET · period of report 2023-03-09 · accession 0001515156-23-000030 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| MI | 2023-03-13 | 2023-03-09 | ARQ | McIntyre Julian Alexander | Dir | J - Other | — | +1.44M | 7,515 | New | — |
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 A Convertible Preferred Stock | 2023-03-09 | J | A | 770,546 | — | 770,546 | I By Allard Services Limited. | — | — | (F1) Pursuant to that certain Share Buy Back Agreement, by and among Arq Limited and certain of its shareholders (the "Share Buy Back Agreement"), Arq Limited distributed shares of Common Stock, par value $0.001 per share (the "Common Stock") and shares of Series A Preferred Convertible Stock, par value $0.001 per share (the "Series A Preferred Stock"), to such shareholders in exchange for ordinary shares of Arq Limited held by such shareholders, in connection with the acquisition of Arq Limited by the Issuer. Pursuant to the Share Buy Back Agreement, certain shareholders of Arq Limited sold in the aggregate 90% of their ordinary shares in Arq and received in the aggregate 9.78 shares of Common Stock and 11.44 shares of Preferred Stock as consideration for every 1,000 ordinary shares in Arq sold (rounded down to the nearest whole share). The shares of the Issuer distributed in exchange for Arq Limited ordinary shares were valued at $4.00 per share. (F4) Each share of Series A Preferred Stock will be automatically converted into a share of Common Stock upon approval by the holders of the percentage of Common Stock required to approve such conversion under the applicable rules of The Nasdaq Stock Market, without the need for any action on the part of the holders of the Series A Preferred Stock (the "Conversion Approval"). Each share of Series A Preferred Stock is deemed to have an original issue price of $4.00 per share (the "Original Issue Amount"). The number of shares of Common Stock issued upon conversion of each share of Series A Preferred Stock shall be equal to the product of (i) the sum of (A) the Original Issue Amount plus (B) an amount equal to the cumulative amount of the accrued and unpaid dividends on such share at such time (regardless of whether or not declared or funds for their payment are lawfully available) divided by (ii) the Original Issue Amount, subject to adjustment as provided in the Certificate of Designations. (F2) The shares reported on this row are held by Allard Services Limited. Julian McIntyre, a Director of the Issuer, controls Allard Services Limited and therefore is an indirect beneficial owner of the securities reported herein. |
| 2 | Common | Common Stock | 2023-03-09 | J | A | 6,425 | — | 12,951 | I By Stannard Limited | — | — | (F1) Pursuant to that certain Share Buy Back Agreement, by and among Arq Limited and certain of its shareholders (the "Share Buy Back Agreement"), Arq Limited distributed shares of Common Stock, par value $0.001 per share (the "Common Stock") and shares of Series A Preferred Convertible Stock, par value $0.001 per share (the "Series A Preferred Stock"), to such shareholders in exchange for ordinary shares of Arq Limited held by such shareholders, in connection with the acquisition of Arq Limited by the Issuer. Pursuant to the Share Buy Back Agreement, certain shareholders of Arq Limited sold in the aggregate 90% of their ordinary shares in Arq and received in the aggregate 9.78 shares of Common Stock and 11.44 shares of Preferred Stock as consideration for every 1,000 ordinary shares in Arq sold (rounded down to the nearest whole share). The shares of the Issuer distributed in exchange for Arq Limited ordinary shares were valued at $4.00 per share. (F3) The shares reported on this row are held by Stannard Limited. Mr. McIntyre's spouse controls Stannard Limited and therefore Mr. McIntyre may be deemed to be an indirect beneficial owner of the securities reported herein. |
| 3 | Common | Common Stock | 2023-03-09 | J | A | 658,736 | — | 1,855,860 | I By Allard Services Limited | — | — | (F1) Pursuant to that certain Share Buy Back Agreement, by and among Arq Limited and certain of its shareholders (the "Share Buy Back Agreement"), Arq Limited distributed shares of Common Stock, par value $0.001 per share (the "Common Stock") and shares of Series A Preferred Convertible Stock, par value $0.001 per share (the "Series A Preferred Stock"), to such shareholders in exchange for ordinary shares of Arq Limited held by such shareholders, in connection with the acquisition of Arq Limited by the Issuer. Pursuant to the Share Buy Back Agreement, certain shareholders of Arq Limited sold in the aggregate 90% of their ordinary shares in Arq and received in the aggregate 9.78 shares of Common Stock and 11.44 shares of Preferred Stock as consideration for every 1,000 ordinary shares in Arq sold (rounded down to the nearest whole share). The shares of the Issuer distributed in exchange for Arq Limited ordinary shares were valued at $4.00 per share. (F2) The shares reported on this row are held by Allard Services Limited. Julian McIntyre, a Director of the Issuer, controls Allard Services Limited and therefore is an indirect beneficial owner of the securities reported herein. |
| 4 | Common | Series A Convertible Preferred Stock | 2023-03-09 | J | A | 7,515 | — | 7,515 | I By Stannard Limited. | — | — | (F1) Pursuant to that certain Share Buy Back Agreement, by and among Arq Limited and certain of its shareholders (the "Share Buy Back Agreement"), Arq Limited distributed shares of Common Stock, par value $0.001 per share (the "Common Stock") and shares of Series A Preferred Convertible Stock, par value $0.001 per share (the "Series A Preferred Stock"), to such shareholders in exchange for ordinary shares of Arq Limited held by such shareholders, in connection with the acquisition of Arq Limited by the Issuer. Pursuant to the Share Buy Back Agreement, certain shareholders of Arq Limited sold in the aggregate 90% of their ordinary shares in Arq and received in the aggregate 9.78 shares of Common Stock and 11.44 shares of Preferred Stock as consideration for every 1,000 ordinary shares in Arq sold (rounded down to the nearest whole share). The shares of the Issuer distributed in exchange for Arq Limited ordinary shares were valued at $4.00 per share. (F4) Each share of Series A Preferred Stock will be automatically converted into a share of Common Stock upon approval by the holders of the percentage of Common Stock required to approve such conversion under the applicable rules of The Nasdaq Stock Market, without the need for any action on the part of the holders of the Series A Preferred Stock (the "Conversion Approval"). Each share of Series A Preferred Stock is deemed to have an original issue price of $4.00 per share (the "Original Issue Amount"). The number of shares of Common Stock issued upon conversion of each share of Series A Preferred Stock shall be equal to the product of (i) the sum of (A) the Original Issue Amount plus (B) an amount equal to the cumulative amount of the accrued and unpaid dividends on such share at such time (regardless of whether or not declared or funds for their payment are lawfully available) divided by (ii) the Original Issue Amount, subject to adjustment as provided in the Certificate of Designations. (F3) The shares reported on this row are held by Stannard Limited. Mr. McIntyre's spouse controls Stannard Limited and therefore Mr. McIntyre may be deemed to be an indirect beneficial owner of the securities reported herein. |