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
ACTIVECARE, INC. [ ACAR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/25/2012 | ||||||||||||||||||||||||||
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 | 07/15/2013 | P(8) | 159,999(8) | A | $0.75(8) | 5,033,821(16) | I | By ADP Management Corporation(10) | ||
Common Stock | 08/29/2013 | P | 58,966 | A | $1(2) | 5,092,787 | I | By ADP Management Corporation(10) | ||
Common Stock | 09/01/2013 | A | 350,000 | A | (5) | 5,442,787 | I | By ADP Management Corporation(10) | ||
Common Stock | 09/30/2013 | A | 16,352 | A | (1) | 5,459,139 | I | By ADP Management Corporation(10) | ||
Common Stock | 10/13/2013 | S(7) | 1,000,000 | D | $0.75 | 4,459,139 | I | By ADP Management Corporation(10) | ||
Common Stock | 11/06/2013 | G | V | 116,352 | D | $0 | 4,342,787 | I | By ADP Management Corporation(10) | |
Common Stock | 12/12/2013 | S(7) | 166,667 | D | $0.75 | 4,176,120 | I | By ADP Management Corporation(10) | ||
Common Stock | 12/16/2013 | A | 1,120,000 | A | (3) | 5,296,120 | I | By ADP Management Corporation(10) | ||
Common Stock | 12/16/2013 | P(9) | 79,999(9) | A | $0.75(9) | 5,376,119 | I | By ADP Management Corporation(10) | ||
Common Stock | 12/16/2013 | P | 17,500 | A | $1(2) | 5,393,619 | I | By ADP Management Corporation(10) | ||
Common Stock | 12/31/2013 | A | 9,357 | A | (1) | 5,402,976 | I | By ADP Management Corporation(10) | ||
Common Stock | 01/27/2014 | A | 8,000 | A | (5) | 5,410,976 | I | By ADP Management Corporation(10) | ||
Common Stock | 01/30/2014 | S(7) | 33,333 | D | $0.75 | 5,377,643 | I | By ADP Management Corporation(10) | ||
Common Stock | 03/18/2014 | S(7) | 266,668 | D | $0.75 | 5,110,975 | I | By ADP Management Corporation(10) | ||
Common Stock | 03/31/2014 | A | 566,600 | A | (14) | 5,677,575 | I | By ADP Management Corporation(10) | ||
Common Stock | 03/31/2014 | P | 4,000 | A | $1(13) | 5,681,575 | I | By ADP Management Corporation(10) | ||
Common Stock | 05/20/2014 | P | 2,500 | A | $0.5 | 5,684,075 | I | By ADP Management Corporation(10) | ||
Common Stock | 05/22/2014 | A | 5,000 | A | (5) | 5,689,075 | I | By ADP Management Corporation(10) | ||
Common Stock | 06/25/2014 | A | 5,000,000 | A | $0.45(5) | 10,689,075 | I | By ADP Management Corporation(10) | ||
Common Stock | 06/25/2014 | A | 110,000 | A | $0.45(6) | 10,799,075 | I | By ADP Management Corporation(10) | ||
Common Stock | 08/22/2014 | S(7) | 312,500 | D | $0.4 | 10,486,575 | I | By ADP Management Corporation(10) | ||
Common Stock | 09/09/2014 | S(7) | 1,500,000 | D | $0.365 | 8,986,575 | I | By ADP Management Corporation(10) | ||
Common Stock | 10/01/2014 | A | 275,000 | A | $0.3(6) | 9,261,575 | I | By ADP Management Corporation(10) | ||
Common Stock | 09/03/2014 | S(7) | 4,000 | D | $0.25 | 4,750(16) | I | By Purizer Corporation(11) | ||
Common Stock | 10/13/2013 | P | 1,000,000 | A | $0.75 | 1,212,500(16) | I | By Schwartz Group, LLC(12) | ||
Common Stock | 10/25/2012 | P | 250 | A | $10(2) | 37,006(15)(16) | 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 | ||||||||
Series D Convertible Preferred Stock | (3)(4) | 12/16/2013 | D(3) | 160,000 | (4) | (4) | Common Stock | 1,120,000 | (3)(4) | 0 | D | ||||
Warrants | $0.1 | 03/31/2014 | D | 566,600 | (17) | 07/12/2017 | Common Stock | 566,600 | (14) | 150,000 | I | By ADP Management Corporation(10) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The shares of common stock were granted to pay dividends on shares of Series D Preferred Stock which were originally issued as compensation for services provided by David Derrick, however, at Mr. Derrick's request, the shares were issued in the name of ADP Management Corporation. |
2. The shares of common stock were granted to pay origination fees for amounts loaned to issuer. |
3. The Reporting Person received 1,120,000 shares of common stock in exchange for 160,000 shares of Series D Preferred Stock in an issuer exchange offer. As explained in footnote 1, the shares of Series D Preferred Stock were originally issued as compensation for services provided by David Derrick, however, at Mr. Derrick's request, the shares were issued in the name of ADP Management Corporation. |
4. The Series D Preferred shares had a conversion ratio of five-for-one, were convertible at any time, and had no expiration date; however, under the terms of the issuer exchange offer, the Reporting Person was entitled to exchange each share of Series D Preferred Stock for seven shares of common stock. |
5. The shares represent a stock bonus granted to David Derrick; however, at Mr. Derrick's request, such shares were issued in the name of ADP Management Corporation. |
6. The shares of common stock were granted to pay accrued compensation for services rendered by David Derrick to issuer; however, at Mr. Derrick's request, such shares were issued in the name of ADP Management Corporation. |
7. The shares were disposed of in a private transaction. |
8. The purchase price for the shares consisted of the conversion of $120,000 in principal and interest on a convertible debenture issued by issuer into the shares at a conversion price of $0.75 per share. |
9. The purchase price for the shares consisted of the conversion of $106,666 in principal and interest on a convertible debenture issued by issuer into the shares at a conversion price of $0.75 per share. |
10. ADP Management Corporation is owned and controlled, in part, by David Derrick. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
11. Purizer Corporation is owned and controlled, in part, by David Derrick. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
12. Schwartz Group, LLC is owned, in part, by ADP Management Corporation. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
13. The shares of common stock were granted to pay late fees on loan payments made by issuer to the Reporting Person. |
14. The Reporting Person received these shares of common stock in exchange for an equivalent number of Warrants in an issuer exchange offer. The shares actually received were net of a prior over-issuance of 17,500 shares to ADP Management Corporation for loan origination fees. |
15. Includes 35,876 shares of common stock that were incorrectly reported in the Reporting Person's Form 4 filed July 18, 2013 as being held by ADP Management Corporation. |
16. On May 16, 2013, issuer implemented a reverse stock split of its common shares at a ratio of 10-to-1. The share holdings set forth in this Form 4 reflect such reverse stock split. |
17. The Warrants are exercisable at a rate of 100,000 shares for every 5,000 customers of issuer. As of the date of the transaction in question, 734,100 of the Warrants were exercisable. |
David G. Derrick | 11/26/2014 | |
By: David G. Derrick, Secretary and Treasurer | 11/26/2014 | |
** 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. |