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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 6/20/08 Ryan Larry 4 6/18/08 1:3 Sulphco Inc Vintage Filings LLC/FA
Document/Exhibit Description Pages Size
1: 4 Statement of Change in Beneficial Ownership of XML 7K
Securities
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| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SULPHCO INC [ SUF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
6/18/08 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $3.28 | 6/18/08 | A | 500,000 | ( 1 ) ( 2 ) | 6/18/18 | Common Stock | 500,000 | $0 | 500,000 | D | ||||
| Explanation of Responses: |
| 1. Dr. Ryan's options shall vest in full if within 18 months, SulphCo, Inc. (the "Company") receives either: (a) a firm customer order(s) for the installation of Sonocracking equipment having a minimum processing capacity of 1,000,000 barrels per day and the customer is contractually obligated to pay, or the Company reasonably expects to receive, at least $1 per barrel per day of gross margin for a minimum term of one year, or (b) firm customer order(s) in such greater or lesser amount where the customer is contractually obligated to pay, or the Company reasonably expects to receive an aggregate annual revenue equivalent to item (a) ($350 million). Gross margin shall mean the net operating profit, net of all operating expenses, including without limitation repairs and replacements (including probe replacements), labor, on-site supervision, energy and utilities, catalysts or additives, local taxes or duties (excluding income taxes) and distributor's fees. |
| 2. Gross margin shall not include amortization of the investment, interest expense, home office, administrative or overhead expense (including office, clerical and support staff on-site or in the region), sales expenses (including finder's fees) or corporate income taxes. The option for 450,000 shares of common stock are subject to the terms, definitions and provisions of the SulphCo, Inc. 2008 Omnibus Long-Term Incentive Plan, and the accompanying stock option agreement under which they are granted. The option for 50,000 shares of common stock are subject to the terms, definitions and provisions of the Company's 2006 Stock Option Plan, and the accompanying stock option agreement under which they are granted . |
| /s/ Larry D. Ryan | 6/20/08 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
| ________ Transaction Codes: | |
| A | Grant, award or other acquisition pursuant to Rule 16b-3(d). |
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