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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
BASANITE, INC. [ BASA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/12/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 31,646,367 | I | See footnote(1) | |||||||
Common Stock | 4,397,269 | I | See footnote(2) | |||||||
Common Stock | 05/17/2021 | P(3) | 2,475,003 | A | $0.1212 | 2,475,003 | I | See footnote(4) | ||
Common Stock | 1,566,667 | I | See footnote(5) | |||||||
Common Stock | 1,566,667 | I | See footnote(6) | |||||||
Common Stock | 05/17/2021 | P(7) | 4,125,004 | A | $0.1212 | 4,625,004 | I | See footnote(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | ||||||||
Convertible Promissory Note | (9) | 05/12/2021 | J(9) | $1,267,310 | 05/12/2021 | (9) | Common Stock | (9) | $1,267,310 | 0 | I | See footnote(11) | |||
Warrant | $0.35 | 05/12/2021 | J(10) | 5,625,000 | 05/12/2021 | (12) | Common Stock | 5,625,000 | $0(10) | 5,625,000 | I | See footnote(11) |
Explanation of Responses: |
1. All of these shares are held in the name of RVRM Holdings LLC, which is controlled by Richard LoRicco, Jr., the Reporting Person's brother. |
2. All of these shares are held in the name of First New Haven Mortgage Company, which is controlled by Report Person and Richard LoRicco, Jr., the Reporting Person's brother. |
3. These shares were purchased in a private transaction by the Reporting Person from a stockholder of the Issuer and will be "restricted securities" as such term is defined by the Securities Act of 1933, as amended. |
4. All of these shares are held by the LoRicco Family Trust Per Article 11 of the Richard and Lucille LoRicco Living Trust DTD 06/03/2010 (the "2010 Trust") Richard A. LoRicco Sr. and Lucille M. LoRicco were the parents of the Reporting Person and the 2010 Trust is maintained by an independent trustee. The Reporting Person disclaims beneficial ownership of the shares held by the 2010 Trust, except to the extent, if any, of his pecuniary interest therein. |
5. All of these shares are held in the name of ARGJ, LLC ("ARGJ"). The Reporting Person's brother, Richard LoRicco, Jr., is the manager of ARGJ. The Reporting Person is neither a manager nor a member of ARGJ. The Reporting Person disclaims beneficial ownership of all of the securities that are beneficially owned by ARGJ, except to the extent, if any, of his pecuniary interest therein. |
6. All of these shares are held in the name of RJC3, LLC ("RJC3"). The Reporting Person's brother, Richard LoRicco, Jr., is the manager of RJC3. The Reporting Person is neither a manager nor a member of RJC3. The Reporting Person disclaims beneficial ownership of all of the securities that are beneficially owned by RJC3, except to the extent, if any, of his pecuniary interest therein. |
7. These shares were purchased in a private transaction by the Reporting Person from a stockholder of the Issuer and will be "restricted securities" as such term is defined by the Securities Act of 1933, as amended. |
8. All of these shares are held in the name of LoRi Co., which is controlled by the Reporting Person and Richard LoRicco, Jr., the Reporting Person's brother. |
9. This second amended and rested convertible promissory note bears a per annum interest rate of 20%, has a maturity date of February 12, 2022 and may be converted at the option of the Reporting Person at a per share conversion price equal to the per shares cash price paid by any third party investors with total proceeds to the Issuer of not less $500,000 while amounts remain outstanding under the convertible promissory note (the "Note"). |
10. This common stock warrant (the "Warrant") was issued in connection with the Note described in footnote 6 above. |
11. The Note and the Warrant are held by The Richard A. LoRicco Sr. and Lucille M. LoRicco Irrevocable Insurance Trust DTD 4/28/95, Camille Murphy as Trustee (the "1995 Trust") Richard A. LoRicco Sr. and Lucille M. LoRicco were the parents of the Reporting Person and the 1995 Trust is maintained by an independent trustee. The Reporting Person disclaims beneficial ownership of the Notes and the Warrants held by the 1995 Trust, except to the extent, if any, of his pecuniary interest therein. |
12. None. |
/s/ Ronald J. LoRicco Sr. | 05/21/2021 | |
** 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. |