0001903596-24-000082.txt : 20240213 0001903596-24-000082.hdr.sgml : 20240213 20240213162604 ACCESSION NUMBER: 0001903596-24-000082 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240213 DATE AS OF CHANGE: 20240213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dowling Vincent J. Jr CENTRAL INDEX KEY: 0001599510 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31990 FILM NUMBER: 24626424 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] ORGANIZATION NAME: 04 Manufacturing 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 5 1 ownership.xml X0508 5 2023-12-31 0 0 1 0000096885 TEL INSTRUMENT ELECTRONICS CORP TIKK 0001599510 Dowling Vincent J. Jr 7 SEA COURT VERO BEACH FL 32963 0 0 1 0 0 Common Stock, par value $0.10 2023-12-31 4 G 0 L 50000 0 A 496470 I See footnote Series A Convertible Preferred Stock 2023-12-28 5 G 0 166667 0 A Common Stock 500000 500000 I See footnote Series B Convertible Preferred Stock 2023-12-28 5 G 0 166667 0 A Common Stock 700001 233333.67 I See footnote 148,134 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. 200,000 shares 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. 95,000 shares of common stock are held directly by Mr. Dowling. 50,000 shares of Common Stock are held by Pershing LLC as custodian for Inherited Roth IRA FBO Vincent J. Dowling Sr. Non-exempt Marital Trust, the trustee of which is Mr. Dowling, Jr. 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 "Series A Designations"). Subject to the notice and other requirements set forth in the Series A Designations, the Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and there is no expiration date for such conversion. The Series A 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 certain adjustments as set forth in the Series A Designations. The Series B 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 October 2, 2018 (the "Series B Designations"). Subject to the notice and other requirements set forth in the Series B Designations, the Series B Convertible Preferred Stock is convertible at any time, at the holder's election, and there is no expiration date for such conversion. The Series B Designations provide that the Series B Convertible Preferred Stock is convertible into shares of common stock at a price of $2.00 per share, subject to a maximum conversion amount and certain adjustments as set forth in the Series B Designations. 333,333 shares of Series A Convertible Preferred Stock and 66,666.67 shares of Series B Convertible Preferred Stock are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares. 166,667 shares of Series A Convertible Preferred Stock and 166,667 shares of Series B Convertible Preferred Stock are held by Millenium Trust Company, LLC Custodian FBO Vincent J. Dowling Sr. Pooled GST Exempt Trust Inherited Roth IRA, the trustee of which is Mr. Dowling, Jr. Vincent J. Dowling Jr. 2024-02-13