SEC Form 3
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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1. Name and Address of Reporting Person*
Jundt Marcus E

(Last) (First) (Middle)
301 CARLSON PARKWAY, SUITE 120

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2005
3. Issuer Name and Ticker or Trading Symbol
KONA GRILL INC [ KONA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 135,134(1) D
Common Stock 5,400(1) I By Trust(2)
Common Stock 5,400(1) I By Trust(3)
Common Stock 500,000(4) I By Kona MN, LLC(5)
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: 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
Director Stock Option (Right to Buy) (6) 01/28/2015 Common Stock 60,000 $6 D
Common Stock Warrants (Right to Buy) (7) 07/30/2009 Common Stock 200,000 $5 I By Kona MN, LLC(5)
Explanation of Responses:
1. Assumes the conversion of shares of the Issuer's Series A Convertible Preferred Stock into shares of the Issuer's Common Stock on a 1-for-5 basis immediately prior to the closing of the Issuer's initial public offering.
2. The shares are held by the James R. Jundt Irrevocable Trust for Katharine Grace Jundt dated 12/19/95.
3. The shares are held by James R. Jundt Irrevocable Trust for Maxwell James Jundt dated 10/10/97.
4. Assumes the conversion of all principal amounts outstanding under the Issuer's convertible subordinated promissory note into shares of the Issuer's Series B Convertible Preferred Stock, and the conversion of such shares of the Issuer's Series B Convertible Preferred Stock into 500,000 shares of the Issuer's Common Stock, immediately prior to the closing of the Issuer's initial public offering.
5. The shares are held by Kona MN, LLC, of which the reporting person is a control person.
6. The option is fully vested and exercisable.
7. The warrant is exercisable immediately.
Remarks:
Mark S. Robinow, as attorney-in-fact 08/15/2005
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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