| 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
BEACON ENTERPRISE SOLUTIONS GROUP INC [ BEAC.OTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/20/2007 | ||||||||||||||||||||||||||
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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 | 12/20/2007 | A | 1,000,000 | A | $1 | 1,000,000 | D | |||
| Common Stock | 12/20/2007 | A | 30,000 | A | $1 | 1,030,000 | I | Beneficially owned through LANJK. | ||
| Common Stock | 03/01/2010 | P | 5,000 | A | $1.29 | 1,035,000 | D | |||
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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 | ||||||||
| Bridge Warrants(1) | $1 | 02/15/2008(1) | A | 120,000 | 02/15/2008 | 06/30/2012 | Common Stock | 120,000 | $1 | 120,000 | I | Benefically owned through SHEND LLC. | |||
| Bridge Warrants(1) | $1 | 09/09/2009 | P | 120,000 | 09/09/2009 | 06/30/2012 | Common Stock | 120,000 | $1 | 0 | I | Benefically owned through SHEND LLC. | |||
| Equity Financing Arrangement Warrants(3) | $1 | 01/28/2008 | A | 10,000 | 01/28/2008 | 01/28/2013 | Common Stock | 10,000 | $1 | 10,000 | I | Benefically owned through SHEND LLC. | |||
| Equity Financing Arrangement Warrants(3) | $1 | 02/28/2008 | A | 10,000 | 02/28/2008 | 02/28/2013 | Common Stock | 10,000 | $1 | 20,000 | I | Benefically owned through SHEND LLC. | |||
| Equity Financing Arrangement Warrants(3) | $1 | 03/07/2008 | A | 5,000 | 03/07/2008 | 03/07/2013 | Common Stock | 5,000 | $1 | 25,000 | I | Benefically owned through SHEND LLC. | |||
| Equity Financing Arrangement Warrants(3) | $1 | 04/15/2010 | P | 250,000 | 04/15/2010 | 03/07/2013 | Common Stock | 25,000 | $1 | 0 | I | Benefically owned through SHEND LLC. | |||
| Bridge Warrants(2) | $1 | 12/20/2007 | A | 312,500 | 12/20/2007 | 12/20/2012 | Common Stock | 312,500 | $1 | 312,500 | I | Benefically owned through SHEND LLC. | |||
| Bridge Warrants(2) | $1 | 09/09/2009 | A | 312,500 | 09/09/2009 | 12/20/2012 | Common Stock | 312,500 | $1 | 0 | I | Benefically owned through SHEND LLC. | |||
| Convertible Note | $0.6 | 12/20/2007 | A | 416,667 | 12/20/2007 | 06/30/2012 | Common Stock | 416,667 | $0.6 | 416,667 | I | Benefically owned through SHEND LLC. | |||
| Convertible Note | $0.6 | 09/09/2009 | P | 416,667 | 09/09/2009 | 06/30/2012 | Common Stock | 416,667 | $0.6 | 0 | I | Benefically owned through SHEND LLC. | |||
| Explanation of Responses: |
| 1. Bridge Warrants are earned in conjunction with the callable convertible bridge notes as long as the holder does not call the note or upon conversion to common stock. The Warrants were awarded 5,000 per month from 2/15/2008 to 11/15/2008, with a lump sum award of 70,000 on 11/20/2008. The warrants each have a conversion price of $1.00 and expiration date of 6/30/2012. |
| 2. Bridge Warrants were earned in their entirety when the bridge note holder agreed to forebear calling the note until on or after June 30, 2010. |
| 3. Equity Financing Arrangement Warrants were earned in conjunction with an arrangement to provide up to $300,000 of equity financing on a monthly basis as of the anniversary date of the commitment. The financing arrangement expired on March 7, 2008. |
| Greg Guilford | 01/04/2011 | |
| ** 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. | ||