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

FORM 3

UNITED 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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MEMBRADO MICHAEL M

2. Date of Event Requiring Statement (Month/Day/Year)
06/12/2019

3. Issuer Name and Ticker or Trading Symbol
FINDEX COM INC [FIND]

(Last)

(First)

(Middle)

165 OLD POST ROAD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director

__X__ 10% Owner

_____ Officer (give title below)

_____ Other (specify below)

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

BEDFORD CORNERS, NY 10549

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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 Stock

3,907,500

Common Stock

57,458,333

Through Sweet Swing Holdings, LLC. ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

SEC 1473 (7-02)

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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)

6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series RX-1 Convertible Preferred Stock ⁽²⁾ ⁽³⁾

⁽²⁾ ⁽³⁾

Common Stock ⁽²⁾ ⁽³⁾ ⁽⁷⁾ ⁽⁸⁾

3,387,300 ⁽²⁾ ⁽³⁾ ⁽⁷⁾ ⁽⁸⁾

⁽²⁾ ⁽³⁾

Series RX-3 Preferred Stock Purchase Warrant ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

12/31/2029 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Common Stock ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

187,673,000 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

MEMBRADO MICHAEL M
165 OLD POST ROAD
BEDFORD CORNERS, NY 10549

Signatures

Michael M. Membrado

06/25/2019

^**Signature of Reporting Person

Date

Explanation of Responses:

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).

(1)

This entity, a New York limited liability company, is owned 100% by the Reporting Person.

(2)

(3)

(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%.

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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

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

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

Reporting Owners

Signatures

Explanation of Responses:

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

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

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

Reporting Owners

Signatures

Explanation of Responses:

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