X0306 5 2012-12-31 0 0 0 0001405424 VISION INDUSTRIES CORP VIIC 0001453043 SCHUERMANN MARTIN 879 WEST 190TH STREET SUITE 460 GARDENA CA 90248 1 1 0 0 Chief Executive Officer COMMON STOCK 1765000 D COMMON STOCK 100000 I Owned by daughter COMMON STOCK 10000 I Owned by spouse. NonQualified Stock Option Plan (right to buy Common Stock) 1 2010-01-07 2014-02-01 Common Stock 4500000 17000000 D Non-Qualified Stock Option Plan (right to buy common stock) 0.54 2010-11-05 2014-11-05 common stock 8000000 17000000 D Non-Qualified Stock Option Plan 0.204 2011-12-05 2015-12-05 Common Stock 4500000 17000000 D Options granted pursuant to Vision Industries Corp. 2009 Non-Qualified Stock Option Plan. The option vests and becomes exercisable in three (3) equal yearly installments beginning one year after the grant date of January 7, 2009 and expiring five years thereafter. Options granted pursuant to Vision Industries Corp. Amended 2009 Non-Qualified Stock Option Plan. The option vests and becomes exercisable in three (3) equal yearly installments beginning one year after the grant date of November 5, 2009 and expiring five years thereafter. Per employment agreement, exercise price is equal to 110% of the fair market value of such common stock shares at the date of the grant date of the employment agreement). Per the 2009 Nonqualified Stock Option Plan, amended, the fair market value of a share of common stock means the closing sales price of a share of common stock on such date as reported on a national securities exchange or, if none, as reported on the Over the Counter Bulletin Board ("OTCBB")system. On June 14, 2011 (the grant date) the closing sales price was $0.185 per share. Thus 110% of $0.185 is $0.204 per share. Option vests and becomes exercisable in three (3) equal yearly installments beginning one year after December 5, 2010 (effective date of the employment agreement) and expiring five years therafter. Power of Attorney filed as an exhibit to this report. Martin Schuermann, by Diane J. Harrison as Attorney-in-fact 2013-02-21