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 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
COLOMBIA ENERGY RESOURCES, INC. [ CERX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | ||||||
Common Stock | 11,900,079(1) | I | LLC(1) | |||||||
Common Stock | 417,482(2) | I | Trust(2) | |||||||
Common Stock | 07/01/2012 | A | 10,792 | A | $4,000 | 10,792 | D |
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 | ||||||||
Options | $2.5 | (3) | 12/25/2015 | Common Stock | 50,000(3) | 50,000 | D | ||||||||
Options | $5 | (3) | 12/25/2015 | Common Stock | 50,000(3) | 100,000 | D | ||||||||
Series A Preferred Stock | (4) | (4) | (4) | Common Stock | 40,000(5) | 8,000 | I | LLC(1) | |||||||
Warrants | $0.01 | 12/21/2010 | 05/31/2016 | Common Stock | 32,000 | 32,000 | I | LLC(1) | |||||||
Warrants | $0.01 | 06/02/2011 | 05/31/2016 | Common Stock | 2,800(5) | 34,800 | I | LLC(1) | |||||||
Restricted Stock Units | $0 | (6) | (6) | Common Stock | 35,700 | 135,700 | D | ||||||||
Restricted Stock Units | $0 | (7) | (7) | Common Stock | 83,333 | 219,033 | D |
Explanation of Responses: |
1. Represents securities owned by LIFE Power & Fuels, LLC, a Delaware limited liability ("LIFE"). The Reporting Person is the Managing Member of LIFE, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
2. Represents common stock held by Edward P. and Teresa M. Mooney Revocable Living Trust. |
3. Vesting: 3 years, 25% immediate and 25% on each anniversary for 3 years. |
4. Each share of Series A Preferred Stock is convertible into five shares of common stock, and is convertible at any time without expiration. |
5. The Reporting Person received (i) 8,000 shares of Series A convertible preferred stock at a deemed purchase price of $10.00 per share, and (ii) warrants to purchase 2,800 shares of Common Stock at an exercise price of $0.01 per share, in consideration for the cancellation by the Issuer of a convertible promissory note issued to the Reporting Person in the principal amount of $80,000 due June 30, 2012. |
6. The restricted stock units ("RSUs") vested on May 8, 2012 and will expire at the end of the director's term. If the diretor resigns for cause or is removed for cause before the end of his term, the RSUs would lapse. However, if the director resigns for health or other appropriate reasons, his RSUs would vest immediately. The director is not permitted to sell the vested shares until he is no longer a director. |
7. The restricted stock units ("RSUs") will vest on the date of the 2013 annual meeting of stockholders and will expire at the end of the director's term. If the diretor resigns for cause or is removed for cause before the end of his term, the RSUs would lapse. However, if the director resigns for health or other appropriate reasons, his RSUs would vest immediately. The director is not permitted to sell the vested shares until he is no longer a director. |
/s/ Edward P. Mooney | 07/03/2012 | |
** 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. |