0001144204-13-051107.txt : 20130916 0001144204-13-051107.hdr.sgml : 20130916 20130916211758 ACCESSION NUMBER: 0001144204-13-051107 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130729 FILED AS OF DATE: 20130916 DATE AS OF CHANGE: 20130916 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: El Coronado Holdings, LLC CENTRAL INDEX KEY: 0001319763 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51474 FILM NUMBER: 131099892 BUSINESS ADDRESS: STREET 1: 4673 CHRISTOPHER PLACE CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 214-520-1684 MAIL ADDRESS: STREET 1: 4673 CHRISTOPHER PLACE CITY: DALLAS STATE: TX ZIP: 75204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AUSTIN JOSIAH T CENTRAL INDEX KEY: 0000932267 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51474 FILM NUMBER: 131099893 MAIL ADDRESS: STREET 1: 4673 CHRISTOPHER PLACE CITY: DALLAS STATE: TX ZIP: 75204 4 1 v355209_4.xml OWNERSHIP DOCUMENT X0306 4 2013-07-29 0 0001335103 Protea Biosciences Group, Inc. NONE 0000932267 AUSTIN JOSIAH T 4673 CHRISTOPHER PLACE DALLAS TX 75204 1 0 1 0 0001319763 El Coronado Holdings, LLC 4673 CHRISTOPHER PLACE DALLAS TX 75204 0 0 1 0 Common Stock 2013-06-30 4 P 0 262403 0.50 A 4048447 I As Managing Member of El Coronado Holdings, LLC Common Stock 2013-06-30 4 P 0 262403 0.50 A 4048447 D Warrant 1.10 2013-06-30 4 P 0 196802 A 2013-06-30 Common Stock 196802 3034302 I As Managing Member of El Coronado Holdings, LLC Warrant 1.10 2013-06-30 4 P 0 196802 A 2013-06-30 Common Stock 196802 3034302 D Convertible Note 0.50 2013-07-29 4 P 0 500000 500000 A 2013-07-29 Common Stock 1000000 4409302 I As Managing Member of El Coronado Holdings, LLC Warrant 1.10 2013-07-29 4 P 0 375000 A 2013-07-29 Common Stock 375000 4409302 I As Managing Member of El Coronado Holdings, LLC Convertible Note 0.50 2013-07-29 4 P 0 500000 500000 A 2013-07-29 Common Stock 1000000 4409302 D Warrant 1.10 2013-07-29 4 P 0 375000 A 2013-07-29 Common Stock 375000 4409302 D Convertible Note 0.50 2013-09-11 4 P 0 315000 315000 A 2013-09-11 Common Stock 630000 5275552 I As Managing Member of El Coronado Holdings, LLC Warrant 1.10 2013-09-11 4 P 0 236250 A 2013-09-11 Common Stock 236250 5275552 I As Managing Member of El Coronado Holdings, LLC Convertible Note 0.50 2013-09-11 4 P 0 315000 315000 A 2013-09-11 Common Stock 630000 5275552 D Warrant 1.10 2013-09-11 4 P 0 236250 A 2013-09-11 Common Stock 236250 5275552 D As of June 30, 2013, Protea Biosciences Group, Inc. (the "Company") entered into a conversion agreement (the "Conversion Agreement") with El Coronado Holdings, LLC (the "Holder") as a related party holder (the "Existing Noteholder") of an existing convertible promissory note with an aggregate principal amount of $125,000 (the "Existing Note") pursuant to which the Company agreed to issue a 5 year warrant (the "Conversion Warrant") to purchase up to 75% of the number of shares of common stock into which the Existing Note is convertible, at an exercise price of $1.10 per share, provided that the conversion of the Existing Note was exercised on or prior to June 30, 2013. In accordance with the terms and conditions of the Conversion Agreement, on June 30, 2013 the Existing Noteholder notified the Company of its desire to convert the Existing Note plus accrued interest into an aggregate of 262,403 shares of Common Stock. Represents the securities of the Company owned of record by El Coronado Holdings, LLC. Represents warrants to purchase up to 3,034,302 shares of Common Stock issued in the name of El Corondado Holdings, LLC. On July 29, 2013 (the "July Issue Date"), the Company issued a Convertible Promissory Note (the "July Note") to El Coronado Holdings, LLC (the "Holder"), in the aggregate principal amount of $500,000 to accrue simple interest at the rate of ten percent (10%) per annum. The July Note is convertible into shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Company at a conversion rate of $.50 per share at any time following the July Issue Date prior to payment in full of the principal balance and all accrued interest. The July Note matures one year from the July Issue Date. Josiah Austin is the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deeemed to beneficially own the securities of the Company owned of record by the Holder. Represents warrants to purchase up to 3,409,302 shares of Common Stock and 1,000,000 shares of Common Stock underlying a $500,000 promissory note issued in the name of El Corondado Holdings, LLC. In addition to the July Note, the Holder also received a warrant (the "July Warrant") to purchase 37.5% of the number of shares of Common Stock underlying the July Note, exercisable at an exercise price of $1.10 per share. The Warrant is exercisable anytime after the Issue Date until the earlier of (i) a Qualified Public Offering (as defined in the September Warrant) or (ii) 5:00 p.m. EST on the fifth anniversary of the July Issue Date. Josiah Austin is the managing member of the Holder with voting and investment37500 control over the securities of the Company owned of record by the Holder and therefore deeemed to beneficially own the securities of the Company owned of record by the Holder. On September 11, 2013 (the "September Issue Date"), the Company issued a Convertible Promissory Note (the "September Note") to the Holder, in the aggregate principal amount of $315,000 to accrue simple interest at the rate of ten percent (10%) per annum. The September Note is convertible into shares of the Company's Common Stock at a conversion rate of $.50 per share at any time following the September Issue Date prior to payment in full of the principal balance and all accrued interest. The September Note matures one year from the September Issue Date. Josiah Austin is the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deeemed to beneficially own the securities of the Company owned of record by the Holder. Represents warrants to purchase up to 3,645,552 shares of Common Stock and 1,630,000 shares of Common Stock underlying an aggregate of $815,000 in promissory notes issued in the name of El Corondado Holdings, LLC. In addition to the September Note, the Holder also received a warrant (the "September Warrant") to purchase 37.5% of the number of shares of Common Stock underlying the September Note, exercisable at an exercise price of $1.10 per share. The September Warrant is exercisable anytime after the September Issue Date until the earlier of (i) a Qualified Public Offering (as defined in the September Warrant) or (ii) 5:00 p.m. EST on the fifth anniversary of the September Issue Date. Josiah Austin is the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deeemed to beneficially own the securities of the Company owned of record by the Holder. /s/ Josiah T. Austin, as Managing Member of El Coronado Holdings, LLC 2013-09-16 /s/ Josiah T. Austin 2013-09-16