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
ENVIRONMENTAL SOLUTIONS WORLDWIDE INC [ ESWW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2014 | ||||||||||||||||||||||||||
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 | ||||||
Restricted Common Stock, par value $0.001 | 04/01/2014 | J(1) | 101(1) | A | $50(1) | 2,418(2) | D | |||
Restricted Common Stock, par value $0.001 | 12/29/2014 | A(3) | 500(4) | A | $80(3) | 2,918(2) | 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 |
Explanation of Responses: |
1. 1. Represents the second interest payment in respect of the 10% Senior Secured Convertible Promissory Notes held by the Reporting Person, which the Company elected to pay in common stock pursuant to the terms of such Note. The $50 price reflects the average 20 day trailing closing price of the Company's common stock as quoted on the OTCQB prior to and including April 1, 2014. No cash consideration was paid for the shares. |
2. 2. Includes 2,317 shares of common stock previously reported of which 333 shares vest on December 31, 2014 and 166 shares vest on December 31, 2015. |
3. 3. Granted under the Company's 2013 Stock Incentive Plan (the "Plan") in connection with service by the Reporting Person on the Company's board of directors. Grant deemed effective as of the date the Reporting Person enters into a Restricted Stock Grant Agreement with the issuer. The $80 price reflects the greater of (I) the average 20 day trailing closing price of the Company's common stock as quoted on the OTCQB prior to and including December 29, 2014 and (ii) $80. No cash consideration was paid for the shares. |
4. 4. Restricted shares issued under the Plan of which 167 shares vest on each date December 31, 2014 and December 31, 2015 and 166 shares vest on December 31, 2016. |
Remarks: |
The Reporting Person may be deemed to be a member of a group that collectively owns more than 10% of the outstanding shares of common stock of the issuer. See the amendment to the Statement on Schedule 13D/A filed on July 15, 2011 also see the Statement on Schedule 13D filed on May 03, 2013 by the Reporting Person and others. The Reporting Person disclaims membership in the group. |
/s/John J Hannan | 12/30/2014 | |
** 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. |