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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| 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) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (Right to Buy) | $ 0.5 | 01/15/2014 | D | 75,000 (1) | 01/19/2012 | 01/19/2014 | Common Stock | 150,000 | $ 0.95 | 75,000 | D | ||||
| Stock Options (Right to Buy) | $ 0.5 | 01/15/2014 | M | 75,000 | 01/19/2012 | 01/19/2014 | Common Stock | 75,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KOLIC EDWARD TH-J 1111 MARINASIDE CRESCENT VANCOUVER, A1 V6Z 2Y3 |
X | |||
| /s/ Edward Kolic | 10/24/2014 | |
| **Signature of Reporting Person | Date |
| * | 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) | Reflects 75,000 stock options cancelled by the issuer in exchange for a cash payment of $71,250 representing the difference between the low market price on January 15, 2014, being $1.45 per share, less the exercise of $0.50 per share ($0.95). The funds will be used by the insider to fund the tax liability associated with the cashless exercise of the stock options. The transaction was approved by the Board of Directors. |
| (2) | Reflects 21,830 shares withheld by the issuer at a price of $1.72 per share less the exercise price of $0.50 per share to fund the cashless exercise of stock options held by Mr. Kolic, which cashless exercise was approved by the Board of Directors. |
| (3) | Purchased under Employee Stock Purchase Plan, which transaction is exempt under Rule 16b-3(c) of the Securities Exchange Act of 1934. |
| (4) | $1.7762 Canadian Dollars, based on exchange rate of 0.8994. |
| Remarks: The transactions reported in the above Table 1 reflect the cashless exercise of stock options. The cashless exercise of the options is reported in two lines. The first line of the cashless exercise transaction is coded M in Column 3 of Table 1 and reports in Column 4 the number of shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price. The second line coded F in Column 3 of Table I relate to the same cashless exercise on the preceding line and report in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options. | |