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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 9/15/23 |
| Not Subject to Section 16: 1 |
| Issuer: |
| Issuer CIK: 96885 |
| Issuer Name: TEL INSTRUMENT ELECTRONICS CORP |
| Issuer Trading Symbol: TIKK |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1599510 |
| | Owner Name: Dowling Vincent J. Jr |
| Reporting Owner Address: |
| | Owner Street 1: 7 SEA COURT |
| | Owner Street 2: |
| | Owner City: VERO BEACH |
| | Owner State: FL |
| | Owner ZIP Code: 32963 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock, par value $0.10 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 446,470 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F1 |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Series B Convertible Preferred Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 9/15/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 66,666.67 |
| | | Transaction Price Per Share: |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 866,666.67 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 399,999.67 |
| Footnote ID: F4 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F5 |
| Footnotes: |
| Footnote - F1: 148,134 shares of common stock are held by IRA FBO Vincent J. Dowling, Jr. Pershing LLC as Custodian Roth Conversion Account. Mr. Dowling has sole beneficial ownership of such shares. 200,000 shares are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares. 3,336 shares of common stock are held in IRA accounts for the benefit of Vincent J. Dowling Jr.'s daughter (1,112 shares) and two sons (1,112 shares each), and for which Mr. Dowling exercises control. 95,000 shares of common stock are held directly by Mr. Dowling. |
| Footnote - F2: The Series B Convertible Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Amendment to Certificate of Incorporation filed by the Issuer with the Secretary of State of the State of New Jersey on October 2, 2018 (the "Series B Designations"). Subject to the notice and other requirements set forth in the Series B Designations, the Series B Convertible Preferred Stock is convertible at any time, at the holder's election, and there is no expiration date for such conversion. The Series B Designations provide that the Series B Convertible Preferred Stock is convertible into shares of common stock at a price of $2.00 per share, subject to a maximum conversion amount and certain adjustments as set forth in the Series B Designations. |
| Footnote - F3: The Series A Convertible Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Amendment to Certificate of Incorporation filed by the Issuer with the Secretary of State of the State of New Jersey on November 8, 2017 (the "Series A Designations"). Subject to the notice and other requirements set forth in the Series A Designations, the Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and there is no expiration date for such conversion. The Series A Designations provide that the Series A Convertible Preferred Stock is convertible into shares of common stock at a price of $3.00 per share, subject to a maximum conversion amount and certain adjustments as set forth in the Series A Designations. |
| Footnote - F4: Includes 333,333 shares of Series A Convertible Preferred Stock and 66,666.67 shares of Series B Convertible Preferred Stock. |
| Footnote - F5: The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares. |
| Owner Signature: |
| Signature Name: Vincent J. Dowling Jr. |
| Signature Date: 9/20/23 |
