SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Membrado Michael M – ‘3’ for 6/12/19 re: Findex Com Inc.

On:  Tuesday, 6/25/19, at 3:18pm ET   ·   For:  6/12/19   ·   Accession #:  1567619-19-13953   ·   File #:  0-29963

Previous ‘3’:  ‘3’ on / for 12/26/06   ·   Latest ‘3’:  This Filing

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/25/19  Membrado Michael M                3                      1:11K  Findex Com Inc.                   Broadridge Fin’l… Inc/FA

Initial Statement of Beneficial Ownership of Securities by an Insider   —   Form 3   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of        HTML      3K 
                Securities by an Insider -- doc1.xml/2.6                         




        

This ‘3’ Document is an XML Data File that may be rendered in various formats:

  Form 3    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Initial Statement of Beneficial Ownership of Securities by an Insider
 
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
MEMBRADO MICHAEL M

(Last)(First)(Middle)
165 OLD POST ROAD

(Street)
BEDFORD CORNERSNY10549

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
6/12/19
3. Issuer Name and Ticker or Trading Symbol
FINDEX COM INC [ FIND ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock3,907,500D
Common Stock57,458,333IThrough Sweet Swing Holdings, LLC. (1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Series RX-1 Convertible Preferred Stock (2) (3) (2) (3) (2) (3)Common Stock (2) (3) (7) (8)3,387,300 (2) (3) (7) (8) (2) (3)D
Series RX-3 Preferred Stock Purchase Warrant (4) (5) (6) (4) (5) (6) 12/31/29 (4) (5) (6)Common Stock (4) (5) (6) (7) (8)187,673,000 (4) (5) (6) (7) (8) (4) (5) (6)D
Explanation of Responses:
(1)  This entity, a New York limited liability company, is owned 100% by the Reporting Person.
(2)  As part of the transactions described in Item 1.01 of the Issuer's Current Report on Form 8-K filed on June 12, 2019 (inclusive of the corresponding exhibits thereto, the "6-12 -19 Form 8-K" ) under the sub-heading "The Series RX-1 Preferred Stock Transactions," the Reporting Person received a total of 33,873 shares of Series RX-1 preferred stock (the "RX-1 Preferred Shares") in exchange for cash-based investment debt owed to the Reporting Person by the Issuer in the amount of $37,251. In the aggregate, the RX-1 Preferred Shares are convertible into 3,387,300 shares of Issuer common stock.
(3)  As a percentage of the number of shares of Issuer common stock issued and outstanding as of the date hereof, the total number of shares of Issuer common stock that would be held by the Reporting Person assuming that the RX-1 Preferred Shares were converted in full, and all of the shares of Issuer common stock issuable thereupon were so issued (without giving effect to any other outstanding Issuer warrants or convertible preferred shares, including those involving any other shares of Series RX-1 preferred stock) would be 8.92%.
(4)  As part of the transactions described in Item 1.01 of the Issuer's Current Report on Form 8-K filed on June 12, 2019 (inclusive of the corresponding exhibits thereto, the "6-12 -19 Form 8-K" ) under the sub-heading "The Series RX-3 Preferred Stock Warrant Transactions," the Reporting Person received two warrants to purchase a combined total of 187,673 shares of Issuer Series RX-3 preferred stock in exchange for debt owed to the Reporting Person by the Issuer for services rendered in the amount of $552,156 (the "RX-3 Warrants"). The RX-3 Warrants are not presently exercisable (or exercisable within 60 days) and are only exercisable in accordance with the express conditions and limitations set forth therein and disclosed more fully in the 6/12/19 Form 8-K, including their vesting pursuant to the Issuer's achievement of stated performance milestones, and, even then, only upon payment of the stated exercise prices. (Cont'd in Footnote 5)
(5)  In the aggregate, the RX-3 Warrants are exercisable (i) in the event that the Series RX-3 preferred stock is not automatically converted into shares of Issuer common stock prior to exercise, for the 187,673 shares of Series RX-3 preferred stock, which shall, in turn, be convertible in accordance with its terms into 187,673,000 shares of Issuer common stock, or (ii) in the event that the Series RX-3 preferred stock is automatically converted to shares of Issuer common stock prior to exercise, for 187,673,000 shares of Issuer common stock (directly).
(6)  As a percentage of the number of shares of Issuer common stock issued and outstanding as of the date hereof, the total number of shares of Issuer common stock that would be held by the Reporting Person assuming that (i) the RX-3 Warrants were exercised in full, and (ii) all of the shares of Issuer common stock issuable upon conversion of the shares of Series RX-3 preferred stock issuable pursuant to such RX-3 Warrants were so issued (without giving effect to any other outstanding Issuer warrants or convertible preferred shares, including those involving Series RX-3 preferred stock) would be 27.35%.
(7)  As a percentage of the number of shares of Issuer common stock issued and outstanding as of the date hereof, the total number of shares of Issuer common stock that would be held by the Reporting Person assuming that (i) the RX-1 Preferred Shares were converted in full, (ii) all of the shares of Issuer common stock issuable upon conversion of the RX-1 Preferred Shares were so issued, (iii) the RX-3 Warrants were exercised in full, and (iv) all of the shares of Issuer common stock issuable upon conversion of the shares of Series RX-3 preferred stock issuable pursuant to such RX-3 Warrants were so issued (without giving effect to any other outstanding Issuer warrants or convertible preferred shares, including those involving Series RX-1 preferred stock and Series RX-3 preferred stock) would be 27.62%.
(8)  As a percentage of the number of shares of Issuer common stock issued and outstanding, the total number of shares of Issuer common stock that would be held by the Reporting Person assuming that (i) the RX-1 Preferred Shares were converted in full, (ii) all of the shares of Issuer common stock issuable upon conversion of the RX-1 Preferred Shares were so issued, (iii) the RX-3 Warrants were exercised in full, and (iv) all of the shares of Issuer common stock issuable upon conversion of the shares of Series RX-3 preferred stock issuable pursuant to such RX-3 Warrants were so issued, and (v) assuming exercise of all other outstanding Issuer warrants and convertible securities (whether or not presently exercisable or exercisable within 60 days) would be 17.48%.
Michael M. Membrado 6/25/19
** Signature of Reporting PersonDate
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 5 (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.

Top
Filing Submission 0001567619-19-013953   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Thu., Mar. 28, 6:54:01.1pm ET