0001387131-14-003517.txt : 20141024 0001387131-14-003517.hdr.sgml : 20141024 20141024161124 ACCESSION NUMBER: 0001387131-14-003517 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130827 FILED AS OF DATE: 20141024 DATE AS OF CHANGE: 20141024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RED MOUNTAIN RESOURCES, INC. CENTRAL INDEX KEY: 0001483496 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 271739487 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE STREET 2: SUITE 900 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-871-0400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE STREET 2: SUITE 900 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: Teaching Time, Inc. DATE OF NAME CHANGE: 20100205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blue Jays Stiftung CENTRAL INDEX KEY: 0001623163 STATE OF INCORPORATION: N2 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54444 FILM NUMBER: 141172491 BUSINESS ADDRESS: STREET 1: LANDSTRASSE 99 STREET 2: POSTFACH 532 CITY: SCHAAN STATE: N2 ZIP: FL-9494 BUSINESS PHONE: (441) 542-0659 MAIL ADDRESS: STREET 1: STERLING HOUSE STREET 2: 16 WESLEY STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sophia Co Inc. CENTRAL INDEX KEY: 0001623160 STATE OF INCORPORATION: R1 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54444 FILM NUMBER: 141172492 BUSINESS ADDRESS: STREET 1: STERLING HOUSE STREET 2: 16 WESLEY STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: (441) 542-0659 MAIL ADDRESS: STREET 1: STERLING HOUSE STREET 2: 16 WESLEY STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 4 1 sophia-form4_082713.xml OWNERSHIP DOCUMENT X0306 4 2013-08-27 0 0001483496 RED MOUNTAIN RESOURCES, INC. RDMP 0001623160 Sophia Co Inc. STERLING HOUSE, 16 WESLEY STREET HAMILTON, D0 HM 11 BERMUDA 0 0 1 0 0001623163 Blue Jays Stiftung LANDSTRASSE 99 POSTFACH 532 SCHAAN N2 FL-9494 LIECHTENSTEIN 0 0 1 0 Common Stock 2013-08-27 4 P 0 285714 7.00 A 1346676 D Common Stock 2014-04-01 4 P 0 555556 A 1902232 D Common Stock 2014-04-01 4 J 0 100409 A 2002641 D 10.0% Series A Cumulative Redeemable Preferred Stock 2014-04-01 4 S 0 88889 D 0 D Effective January 31, 2014, Red Mountain Resources, Inc. (the "Issuer") effected a reverse stock split of its common stock, at an exchange ratio of 1-for-10 (the "Reverse Stock Split"), as reported in the Issuer's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 4, 2014. Amounts and prices reported in this Form 4, as well as the disclosure in the footnotes to this Form 4, have been adjusted to give effect to the Reverse Stock Split. This statement is jointly filed by and on behalf of each of Sophia Company Inc. ("Sophia") and Blue Jays Stiftung ("BJS," and together with Sophia, the "Reporting Persons"). Sophia is the direct beneficial owner of the securities covered by this statement. BJS is the sole shareholder of Sophia and may be deemed to beneficially own securities owned by Sophia. Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. Sophia exchanged 88,889 shares of 10.0% Series A Cumulative Redeemable Preferred Stock of the Issuer for 555,556 shares of common stock of the Issuer. Transferred to Sophia by a third party for no consideration. /s/ See Exhibit 99.1 2014-10-24 EX-99.1 2 ex99-1.htm SIGNATURES

 

 

Exhibit 99.1

 

SIGNATURES

 

   
   
Date:   October 24, 2014 SOPHIA COMPANY INC.
   
  By: /s/ Peter Leighton  
  Name: Peter Leighton
  Title: Director
   
   
  BLUE JAYS STIFTUNG
   
  By: /s/ Peter Leighton  
  Name: Peter Leighton
  Title: Foundation Council Member
   

 

 

 

 EX-99.2 3 ex99-2.htm JOINT FILING AGREEMENT

 

 

Exhibit 99.2

 

 

JOINT FILING AGREEMENT

 

October 24, 2014

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.

 

   
   
Date:   October 24, 2014 SOPHIA COMPANY INC.
   
  By: /s/ Peter Leighton  
  Name: Peter Leighton
  Title: Director
   
   
  BLUE JAYS STIFTUNG
   
  By: /s/ Peter Leighton  
  Name: Peter Leighton
  Title: Foundation Council Member