FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
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BRONSON STEVEN N |
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2. Issuer Name and Ticker or Trading Symbol QUALSTAR CORP [QBAK]
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director
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__X__ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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COB, CEO, President
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1221 BRICKELL AVENUE, SUITE 900 |
3. Date of Earliest Transaction (Month/Day/Year) 03/06/2020 |
MIAMI, FL 33131 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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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Common Stock (1) | 03/06/2020 |
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| 25,000 | A | (2) | 39,617 | D |
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Common Stock (1) |
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| 708,286 (3) | I | By BKF Asset Holdings, Inc. |
Common Stock (1) |
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| 10,000 | I | By Mr. Bronson's spouse. |
Common Stock (1) |
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| 708,286 (4) | I | By BKF Capital Group, Inc. |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction 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 (Month/Day/Year)
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7. Title and Amount of Underlying Securities (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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Restricted Stock Units | (2) | 03/06/2020 |
| M |
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| 25,000 |
(5) (6) |
(5) (6) | Common Stock | 25,000 |
$
0
| 25,000 | D |
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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BRONSON STEVEN N 1221 BRICKELL AVENUE, SUITE 900 MIAMI, FL 33131 |
X
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X
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COB, CEO, President |
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BKF CAPITAL GROUP INC 1221 BRICKELL AVENUE, SUITE 900 MIAMI, FL 33131 |
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X
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BKF Asset Holdings, Inc. 1221 BRICKELL AVENUE, SUITE 900 MIAMI, FL 33131 |
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X
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Signatures
/s/ Steven N. Bronson | |
03/10/2020 |
**Signature of Reporting Person | Date |
/s/ Steven N. Bronson, Chief Executive Officer of BKF Capital Group, Inc. | |
03/10/2020 |
**Signature of Reporting Person | Date |
/s/ Steven N. Bronson, Chief Executive Officer of BKF Asset Holdings, Inc. | |
03/10/2020 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 4 is filed jointly by BKF Capital Group, Inc. ("BKF Capital"), BKF Asset Holdings, Inc. ("BKF Holdings") and Steven N. Bronson (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his or its pecuniary interest therein. |
(2) | Each restricted stock unit represents a contingent right to one share of Qualstar Corporation common stock. |
(3) | Represents shares of common stock owned directly by BKF Holdings. BKF Holdings is wholly owned by BKF Capital. Steven N. Bronson, as the Chairman, CEO and majority shareholder of BKF Capital and the CEO of BKF Holdings, may be deemed to be the beneficial owner of the shares of Qualstar Corporation held by BKF Holdings. |
(4) | Represents shares of common stock owned indirectly by BKF Capital through BFK Holdings. Steven N. Bronson, as the Chairman, CEO and majority shareholder of BKF Capital, may be deemed to be the beneficial owner of the shares of Qualstar Corporation indirectly held by BKF Capital. |
(5) | For each of the fiscal years ended December 31, 2019 and December 31, 2020, RSUs for 25,000 shares of the Company's Common Stock shall vest and become issuable subject to the Company's achievement of financial and performance objectives for the applicable fiscal year established by the Compensation Committee of the Company's Board of Directors. Whether recipient's RSUs for the applicable fiscal year become vested and issuable shall be determined solely in the discretion of the Compensation Committee, or if such committee does not then exist at the time of determination, the Company's Board of Directors (excluding Executive). |
(6) | Subject to Sections 9.7(b) and 9.7(d) of that certain Employment Agreement entered into on April 13, 2019 by and between the Company and Steven N. Bronson, any such RSUs shall not be earned by or vest in recipient until the date such number, if any, is determined by the Compensation Committee. On March 6, 2020, the Company issued to Mr. Bronson 25,000 shares of the Company's Common Stock for the achievement of financial and performance objectives for the fiscal year ended December 31, 2019. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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