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
HS3 TECHNOLOGIES INC. [ HSTH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/19/2009 | ||||||||||||||||||||||||||
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 Shares | 5,000,000 | I | DQ Investment Group | |||||||
Common Shares | 1,000,000 | D | ||||||||
Common Shares | 10/29/2009 | P | 4,500,000 | A | $0.05 | 5,500,000 | D | |||
Common Shares | 11/24/2009 | C | 8,000,000 | A | $0.05 | 13,500,000 | D | |||
Common Shares | 12/31/2009 | S | 5,000,000 | D | $0.1 | 0 | I | DQ Investment Group | ||
Common Shares | 12/31/2009 | P | 5,000,000 | A | $0.1 | 18,500,000 | 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 | ||||||||
Convertible Note(1) | $0.1 | 02/01/2009 | 02/01/2009(2) | Common Shares | 7,000,000 | 7,000,000 | D | ||||||||
Convertible Note(1) | $0.05 | 11/24/2009 | C | 8,000,000 | 11/24/2009 | 11/24/2009(2) | Common Shares | 8,000,000 | $0.05 | 0 | D | ||||
Convertible Note(3) | $0.05 | 11/24/2009 | J | 6,000,000 | 11/24/2009 | 11/24/2009(2) | Common Shares | 6,000,000 | $0.05 | 6,000,000 | D |
Explanation of Responses: |
1. The Convertible Note was issued pursuant to a debt conversion agreement dated February 1, 2009 in the amount of $700,000. The proceeds are payable on demand. |
2. The note of payable upon demand. |
3. On November 6, 2009, the Issuer and Mr. Dickey entered into a debt settlement and subscription agreement wherein Mr. Dickey agreed to subscriber for 8,000,000 shares of common stock of the Issuer at a purchase price of $0.05 per share, or $400,000. In lieu of a cash payment to the Issuer, the shares of common stock were issued to Mr. Dickey as payment of an outstanding debt owed to Mr. Dickey in the amount of $700,000 and a new subordinated note was issued in the amount of $300,000, the balance remaining under the original subordinated note. |
/s/ William S. Dickey | 01/19/2010 | |
** 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. |