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
Security With Advanced Technology, Inc. [ SWAT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2006 | ||||||||||||||||||||||||||
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 | 10,435(1)(2) | I | By Cambridge Holdings Ltd(3) | |||||||
Common Stock | 05/03/2007 | M | 17,500(1)(14) | A | $0(18) | 155,488(1)(5) | I | By spouse | ||
Common Stock | 05/03/2007 | M | 14,000 | A | $0(18) | 426,314(4)(8) | D |
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 | ||||||||
Option (Right to Buy) | $4.93 | 05/05/2007(6) | 05/04/2016 | Common Stock | 20,000 | 20,000 | D | ||||||||
Option (Right to Buy) | $3.5 | 10/29/2005(6) | 10/28/2014 | Common Stock | 54,348 | 54,348 | D | ||||||||
Option (Right to Buy) | $3.5 | 03/02/2005(6) | 03/01/2015 | Common Stock | 21,739 | 21,739 | D | ||||||||
Warrant (Right to Buy) | $5.15 | 08/25/2005 | 06/23/2007 | Common Stock | 2,431 | 2,431 | D | ||||||||
Warrant (Right to Buy) | $9 | 08/25/2005 | 07/18/2010 | Common Stock | 1,000(7) | 1,000 | D | ||||||||
Warrant (Right to Buy) | $9 | 08/25/2005 | 07/18/2010 | Common Stock | 5,000(1) | 5,000 | I | By Cambridge Holdings Ltd(3) | |||||||
Warrant (Right to Buy) | $4.75 | 04/01/2007 | 10/01/2010 | Common Stock | 14,000 | 14,000 | D | ||||||||
Warrant (Right to Buy) | $4.75 | 04/01/2007 | 04/01/2008 | Common Stock | 14,000 | 14,000 | D | ||||||||
Warrant (Right to Buy) | $9 | 04/01/2007 | 07/18/2010 | Common Stock | 14,000 | 14,000 | D | ||||||||
Warrant (Right to Buy) | $4.75 | 04/01/2007 | 10/01/2010 | Common Stock | 17,500(1)(13) | 17,500(1)(13) | I | By spouse | |||||||
Warrant (Right to Buy) | $4.75 | 04/01/2007 | 04/01/2008 | Common Stock | 17,500(1)(13) | 17,500(1)(13) | I | By spouse | |||||||
Warrant (Right to Buy) | $9 | 04/01/2007 | 07/18/2010 | Common Stock | 17,500(1)(13) | 17,500(1)(13) | I | By spouse | |||||||
Convertible Promissory Note | $3.5(9) | 12/28/2006 | M | $49,000 | 12/15/2006 | 01/31/2007(10) | Series A Convertible Preferred Stock | 14,000 | $49,000 | $0 | D | ||||
Series A Convertible Preferred Stock | $0(15) | 12/28/2006 | M | 14,000 | 12/28/2006 | (16) | Common Stock | 14,000 | $0(17) | 14,000 | D | ||||
Series A Convertible Preferred Stock | $0(15) | 05/03/2006 | M | 14,000 | 12/28/2006 | (16) | Common Stock | 14,000 | $0(17) | 0 | D | ||||
Convertible Promissory Note | $3.5(9) | 12/28/2006 | M | $61,250(1)(11) | 12/15/2006 | 01/31/2007(10) | Series A Convertible Preferred Stock | 17,500(1)(9)(12) | $61,250(11) | $0 | I | By spouse | |||
Series A Convertible Preferred Stock | $0(15) | 12/28/2006 | M | 17,500(1)(14) | 12/28/2006 | (16) | Common Stock | 17,500(1)(12) | $0(17) | 17,500(1)(14) | I | By spouse | |||
Series A Convertible Preferred Stock | $0(15) | 05/03/2007 | M | 17,500(1)(14) | 12/28/2006 | (16) | Common Stock | 17,500(1)(12) | $0 | 0 | I | By spouse |
Explanation of Responses: |
1. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
2. Includes 5,000 shares of common stock issuable upon exercise of warrants, whether or not presently exercisable. |
3. Reporting Person is President, director and principal shareholder of Cambridge Holdings Ltd. |
4. Includes (1) 1,000 shares of common stock issuable upon exercise of warrants, whether or not presently exercisable, held by Gregory Pusey IRA, (2) 96,087 shares of common stock underlying options to purchase common stock, whether or not presently exercisable, and (3) 44,431 shares of common stock issuable upon exercise of warrants, whether or not presently exercisable. |
5. Includes (1) 25,760 shares held by Reporting Person's spouse as custodian for child, (2) 8,760 shares of common stock held by Jill Pusey, IRA, the investment retirement account of the Reporting Person's spouse, (3) 42,000 shares of common stock issuable upon exercise of warrants, whether or not presently exercisable, and (4) 10,500 shares of common stock issuable upon exercise of warrants, whether or not presently exercisable, held by Reporting Person's spouse as custodian for child. |
6. Option vests annually in three equal annual installments, beginning on this date. |
7. Option held by Gregory Pusey IRA. |
8. Includes 12,575 shares of common stock held by Gregory Pusey IRA. |
9. The Convertible Promissory Note is convertible into shares of the Issuer's Series A Convertible Preferred Stock at $3.50 per share upon shareholder approval of such conversion. Each share of the Issuer's Series A Convertible Preferred Stock is convertible into one share of the Issuer's Common Stock for no further consideration. |
10. Maturity Date. |
11. Includes $12,250 held by Reporting Person's spouse as custodian for the Reporting Person's child. |
12. Includes 3,500 shares issuable to Reporting Person's spouse as custodian for the Reporting Person's child. |
13. Includes 3,500 warrants to purchase 3,500 shares of the Issuer's common stock held by Reporting Person's spouse as custodian for the Reporting Person's child. |
14. Includes 3,500 shares held by the Reporting Person's spouse as custodian for the Reporting Person's child. |
15. Convertible for no further consideration. |
16. No expiration date. |
17. Issued upon conversion of Convertible Promissory Note reported elsewhere on this Form 4. |
18. Issued upon conversion of Series A Convertible Preferred Stock reported elsewhere on this Form 4. |
/s/ Jill Pusey as attorney-in-fact | 05/11/2007 | |
** 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. |