SEC Form 4
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*
CRAWFORD MATTHEW V

(Last) (First) (Middle)
10514 DUPONT AVE.

(Street)
CLEVELAND OH 44108

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HICKOK INC [ HICKA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
Class B Common Stock 12/31/2014 12/31/2014 J(1) 20,000 A (1)(2)(3) 40,000(1)(2)(3)(4) I See Footnote(1)(2)(3)(4)
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 Loan Agreement $1.85 12/31/2014 12/31/2014 A 387,503 12/31/2014 12/30/2015 Class B Common Stock(1)(2)(6) 387,503(5) (5) 487,503(1)(2)(5)(7) I See Footnote(1)(2)(4)(7)
1. Name and Address of Reporting Person*
CRAWFORD MATTHEW V

(Last) (First) (Middle)
10514 DUPONT AVE.

(Street)
CLEVELAND OH 44108

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Three Bears Trust

(Last) (First) (Middle)
1660 WEST 2ND STREET, SUITE 1100

(Street)
CLEVELAND OH 44113

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). The ownership of the Hickok, Inc. (the "Issuer") securities is directly held by Roundball, LLC ("Roundball") (reporting separately). Three Bears Trust (the "trust") owns 50% of Roundball and, therefore, such ownership of the Issuer securities are indirectly attributable to the trust and Mr. Crawford. Mr. Crawford is the trustee of the trust; the beneficiaries of the trust are his three minor children. Under the operating agreement between the investors of Roundball, the trust has the right to consent to major decisions and, therefore, Mr. Crawford, as trustee, shares investment control of Roundball. Consistent with instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Roundball is reported.
2. For purposes of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
3. The shares were issued as consideration to Roundball for entering into Amendment No. 3 to the Convertible Loan Agreement.
4. Roundball also holds 320,918 shares of Class A Common Stock.
5. Pursuant to the Convertible Loan Agreement, as amended, Roundball has the right to convert all amounts outstanding into the Issuer's Class B Common Stock (including standard anti-dilution provisions). The amount that could be borrowed by the Issuer is up to approximately $716,880.
6. The Issuer's articles of incorporation require it to seek approval from its shareholders for issuance of any Class B Common Stock. The Borrower agrees to include such a proposal in its 2015 Annual Meeting proxy materials.
7. Included in the total are 100,000 shares of Class A Common Stock held by Roundball.
Remarks:
Exhibit: Joint Filer Information
/s/ Molly Z. Brown, poa for Matthew V. Crawford 01/05/2015
/s/ Molly Z. Brown, poa for Matthew V. Crawford, trustee 01/05/2015
** 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).
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