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) 06/21/2013 | ||||||||||||||||||||||||||
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 | 06/21/2013 | P | 35,876(7) | A | (7) | 37,065(6) | I(5) | Note 5 | ||
Common Stock | 07/15/2013 | P(1) | 60,395(1) | A | $0.75(1) | 97,460 | I(5) | Note 5 | ||
Common Stock | 07/15/2013 | P(2) | 674,579(2) | A | $0.75(2) | 772,039 | I(5) | Note 5 | ||
Common Stock | 07/15/2013 | P(3) | 969,742(3) | A | $0.75 | 1,741,781 | I(5) | Note 5 | ||
Common Stock | 07/15/2013 | P(4) | 2,980,000(4) | A | $0.75 | 4,721,781 | I(5) | Note 5 |
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 |
Explanation of Responses: |
1. The purchase price for the shares consisted of the conversion by Mr. Derrick of $45,295.88 in principal and interest on a convertible debenture issued by ActiveCare, Inc., in January 2013, into the shares at a conversion price of $0.75 per share. |
2. The purchase price for the shares consisted of the conversion by Mr. Derrick of $505,934.13 in principal and interest on a convertible debenture issued by ActiveCare, Inc., in December 2012, into the shares at a conversion price of $0.75 per share. |
3. The purchase price for the shares consisted of the conversion by ADP Management Corp., an entity owned and controlled, in part, by Mr. Derrick, of $727,306.22 in principal and interest on a convertible debenture issued by ActiveCare, Inc., in December 2012, into the shares at a conversion price of $0.75 per share. |
4. The shares were purchased pursuant to a stock purchase agreement between ADP Management Corp., an entity owned and controlled, in part, by Mr. Derrick, and ActiveCare, Inc., dated July 15, 2013. The purchase price consisted of $2,235,000 previously advanced to ActiveCare by ADP Management Corporation between April 30, 2013, and July 3, 2013. |
5. The Common Stock is owned by ADP Management Corporation, an entity owned and controlled, in part, by Mr. Derrick. |
6. On May 16, 2013, the Issuer implemented a reverse stock split of its common shares at a ratio of 10-to-1. Prior to the reverse split, ADP Management Corp. owned 11,887 shares of common stock. Following the reverse split, ADP Management Corp. owned 1,189 shares. |
7. Shares issued as payment of dividends on preferred stock. |
/s/ David G. Derrick | 07/18/2013 | |
** 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. |