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
GVI SECURITY SOLUTIONS INC [ GVIS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/27/2004 | ||||||||||||||||||||||||||
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 | 12/27/2004 | P | 33,333 | A | $1.5 | 33,333 | I | By Pension Plan(1) |
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 | ||||||||
Warrant | $1.5 | 12/27/2004 | A(2) | 33,333 | 12/27/2004 | 12/27/2009 | Common Stock | 33,333 | $0(2) | 33,333 | I | By Limited Liability Company(2) |
Explanation of Responses: |
1. These securities are owned by November Group Pension Plan (the "Plan"). The Reporting Person is the Chairman and principal member of November Group, Ltd. ("November Group") and a beneficiary under the Plan and as such may be deemed to beneficially own those securities owned by the Plan. The Reporting Person disclaims beneficial ownership of those securities owned by the Plan except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person owns these securities for purposes of Section 16. |
2. This Warrant is owned by November Group. November Group received the Warrant in connection with the purchase of a $50,000 12% Subordinated Secured Promissory Note in October 2004 for $50,000. The Warrant, previously reported as having been issued on 10/29/2004, was in fact issued as of 12/27/2004 in accordance with the terms of the 10/29/2004 Subscription Agreement. The Reporting Person is Chairman and principal member of November Group and as such may be deemed to beneficially own those securities owned by November Group. The Reporting Person disclaims beneficial ownership of those securities owned by November Group except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person owns these securities for purposes of Section 16. |
Remarks: |
Howard Safir | 12/29/2004 | |
** 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. |