0001144204-14-008841.txt : 20140213 0001144204-14-008841.hdr.sgml : 20140213 20140213213717 ACCESSION NUMBER: 0001144204-14-008841 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060607 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Protea Biosciences Group, Inc. CENTRAL INDEX KEY: 0001335103 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 955 HARTMAN RUN ROAD CITY: MORGANTOWN STATE: WV ZIP: 26507 BUSINESS PHONE: 304 292-2226 MAIL ADDRESS: STREET 1: 955 HARTMAN RUN ROAD CITY: MORGANTOWN STATE: WV ZIP: 26507 FORMER COMPANY: FORMER CONFORMED NAME: Protea Biosciences Inc. DATE OF NAME CHANGE: 20110908 FORMER COMPANY: FORMER CONFORMED NAME: SRKP 5 INC DATE OF NAME CHANGE: 20050803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TURNER STEPHEN C CENTRAL INDEX KEY: 0001529510 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51474 FILM NUMBER: 14609201 MAIL ADDRESS: STREET 1: 955 HARTMAN RUN ROAD CITY: MORGANTOWN STATE: WV ZIP: 26507 4 1 v368338_4.xml OWNERSHIP DOCUMENT X0306 4 2006-06-07 0 0001335103 Protea Biosciences Group, Inc. NONE 0001529510 TURNER STEPHEN C 955 HARTMAN RUN ROAD MORGANTOWN WV 26507 1 1 0 0 See Remarks Common Stock 2013-07-30 4 P 0 224204 112102 A 2153372 D Common Stock 2013-07-30 4 P 0 224204 112102 A 2153372 I Jointly held with wife, Nancy Turner Stock Option 0.80 2006-06-07 4 A 0 100000 80000 A 2006-06-07 2016-06-07 Common Stock 100000 216668 D Stock Option 1.50 2010-04-23 4 A 0 240625 360938 A 2010-04-23 2020-04-23 Common Stock 240625 457293 D Convertible Note 0.50 2012-04-16 4 P 0 200000 100000 A 2012-04-16 2013-05-31 Common Stock 657293 D Convertible Note 0.50 2012-04-16 4 P 0 200000 100000 A 2012-04-16 2013-05-31 Common Stock 657293 I Jointly held with wife, Nancy Turner Convertible Note 0.50 2012-09-25 4 P 0 40000 20000 A 2012-09-25 2013-12-31 Common Stock 697293 D Convertible Note 0.50 2012-09-25 4 P 0 40000 20000 A 2012-09-25 2013-12-31 Common Stock 697293 I Jointly held with wife, Nancy Turner Warrant 1.10 2013-07-29 4 P 0 168153 184968 A 2018-07-29 2018-07-29 Common Stock 865446 D Warrant 1.10 2013-07-29 4 P 0 168153 184968 A 2018-07-29 2018-07-29 Common Stock 865446 I Jointly held with wife, Nancy Turner Convertible Note 0.50 2013-07-30 4 C 0 224204 112102 D 2013-07-30 2013-07-30 Common Stock 508778 D Convertible Note 0.50 2013-07-30 4 C 0 224204 112102 D 2013-07-30 2013-07-30 Common Stock 508778 I Jointly held with wife, Nancy Turner On April 16, 2012, the company issued to Stephen Turner's wife, Nancy Turner, a promissory noted in the principal amount of $100,000 to accrue simple interest at the rate of ten percent (10%) per annum (the "April Note"). The April Note accrues simple interest at 10% per annum and was initially convertibleed into shares of common stock at $2.00 per share. On March 22, 2013, the board of directors of the Company agreed to reduce the conversion rate of the April Note to $0.50 per share. The April Note was converted into shares of common stock of the Company in accordance with the Conversion Agreement described below on June 30, 2013. Nancy Turner converted the outstanding principal and interest due and payable on the April Note and the September Note equal to $112,102 into 224,204 shares of common stock. Represents the securities of the Company owned of record jointly by Stephen Turner and his wife, Nancy Turner. On September 25, 2012, the company issued a convertible promissory note to Stephen and Nancy Turner in the principal amount of $20,000 (the "September Note") The September Note was initially convertible into shares of common stock of the Company at a conversion rate of $2.00 per share. On March 22, 2013, the board of directors of the Company agreed to reduce the conversion rate of the April Note to $0.50 per share. On June 30, 2013, pursuant to the terms and conditions of a Conversion Agreement, dated June 18, 2013 (the "Conversion Agreement") Pursuant to the Conversion Agreement, upon conversion of the April Note and the September Note, the Company agreed to issue a five-year warrant to purchase 75% of the number of shares into which the April Note and the September Note were collectively convertible into. Represents warrants to purchase up to 284,821 shares of common stock jointly held by Stephen Turner and Nancy Turner and 300,000 shares of common stock to be acquired upon the exercise of stock options. Represents shares vested as of February 10, 2014. Reflects the expiration of previously reported warrants to purchase 116,668 shares of common stock held by the Reporting Person. Chief Executive Officer and Chairman of the Board /s/ Stephen Turner 2014-02-13