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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
BOND LABORATORIES, INC. [ BNLB.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/13/2012 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 11/06/2012 | P | 1,399,352 | A | (1) | 2,649,006 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | ||||||||
Stock Option | $0.1 | 06/08/2011 | 06/08/2021 | Common Stock | 500,000 | 500,000 | D | ||||||||
Warrant | $0.15 | 12/31/2008 | 12/31/2013 | Common Stock | 1,000,000 | 1,000,000 | D | ||||||||
Stock Option | $0.09 | 05/09/2012 | 04/13/2017 | Common Stock | 500,000 | 500,000 | D | ||||||||
Series C Convertible Preferred Stock | $0.25 | (2) | (3) | Common Stock | 668,000(4) | 16.7 | D | ||||||||
Warrant | $0.3 | (5) | 11/15/2015 | Common Stock | 332,500(5) | 332,500 | D |
Explanation of Responses: |
1. Mr. Wilson acquired the shares of Common Stock and 8.76 shares of the Issuer's 10% Cumulative Perpetual Series B Preferred Stock for aggregate consideration of $50,000 in a private transaction. |
2. The Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock ("Series C Preferred") contains a provision preventing the conversion of the Series C Preferred if, as a result of such conversion, the Reporting Person would beneficially own, together with all other shares of Common Stock beneficially owned by the Reporting Person, in excess of 4.99% of the Issuer's Common Stock issued and outstanding. |
3. The Series C Preferred are perpetual. |
4. Each share of Series C Preferred is convertible into that number of shares of the Issuer's Common Stock equal to the quotient obtained by dividing $10,000 per share (the liquidation preference) by the conversion price then in effect, or $.25 on the date of this Report. Conversion of the Series C Preferred is subject to the limitation on conversion described in Note 2. |
5. The Warrant contains a provision preventing the exercise of the Warrant if, as a result of such exercise, the Reporting Person would beneficially own, together with all other shares of Common Stock beneficially owned by the Reporting Person, in excess of 9.99% of the Issuer's Common Stock issued and outstanding. |
/s/ John S. Wilson | 11/26/2012 | |
** 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. |