0001575705-19-000034.txt : 20190329 0001575705-19-000034.hdr.sgml : 20190329 20190329091213 ACCESSION NUMBER: 0001575705-19-000034 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190327 FILED AS OF DATE: 20190329 DATE AS OF CHANGE: 20190329 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dowling Vincent J. Jr CENTRAL INDEX KEY: 0001599510 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31990 FILM NUMBER: 19714158 MAIL ADDRESS: STREET 1: 54 LEDYARD CITY: WEST HARTFORD STATE: CT ZIP: 06117 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TEL INSTRUMENT ELECTRONICS CORP CENTRAL INDEX KEY: 0000096885 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 221441806 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: ONE BRANCA ROAD CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 2019331600 MAIL ADDRESS: STREET 1: ONE BRANCA ROAD CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 4 1 ownership.xml X0306 4 2019-03-27 0 0000096885 TEL INSTRUMENT ELECTRONICS CORP TIK 0001599510 Dowling Vincent J. Jr 190 FARMINGTON AVENUE FARMINGTON CT 06032 0 0 1 0 Common Stock, par value $0.10 per share 2019-03-27 4 P 0 3336 2.55 A 3336 I See footnote Common Stock, par value $0.10 per share 339216 I See footnotes Common Stock, par value $0.10 per share 3336 I See footnote Series A Convertible Preferred Stock 2017-11-13 4 P 0 333333 A Common Stock 666667 333333 I See footnote Common Stock Warrant 3.35 2012-07-26 2019-09-10 Common Stock 50000 50000 I See footnote These shares of common stock are held by IRA FBO Vincent J. Dowling, Jr. Pershing LLC as Custodian Roth Conversion Account. Mr. Dowling has sole beneficial ownership of such shares. 139,216 shares of common stock are held by IRA FBO Vincent J. Dowling, Jr. Pershing LLC as Custodian Roth Conversion Account. Mr. Dowling has sole beneficial ownership of such shares. 0 shares are held by Trust Agreement of Dowling 2009 Statutory Trust UAD 12/10/09 People's United Bank TTEE FBO Vincent J. Dowling, Jr. Mr. Dowling has sole beneficial ownership of such shares. 200,000 shares and warrants are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares. The Designations provide that the Series A Convertible Preferred Stock is convertible into shares of common stock at a price of $3.00 per share, subject to a maximum conversion amount and contingent upon post-closing approval by the Issuer's shareholders in accordance with applicable stock exchange rules. At the Issuer's annual meeting held on January 17, 2018, the shareholders voted to approve (i) an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 4,000,000 shares to 7,000,000 shares and (ii) the increase of the maximum amount of shares of common stock into which the Series A Convertible Preferred Stock can be converted from 600,000 shares to 1,000,000 shares. The Series A Convertible Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Amendment to Certificate of Incorporation filed by the Issuer with the Secretary of State of the State of New Jersey on November 8, 2017 (the "Designations"). Subject to the Designations, the Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. The shares of Series A Convertible Preferred Stock and warrants are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares. 3,336 shares of common stock are held in IRA accounts for the benefit of Vincent J. Dowling Jr.'s daughter (1,112 shares) and two sons (1,112 shares each), and for which Mr. Dowling exercises control /s/ VINCENT J. DOWLING, JR. 2019-03-29