Amended Statement of Beneficial Ownership (3/a)
02 Marzo 2023 - 10:14PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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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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1. Name and Address of Reporting Person
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ELLENOFF DOUGLAS |
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/24/2021
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3. Issuer Name and Ticker or Trading Symbol
NextPlat Corp [NXPL]
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(Last)
(First)
(Middle)
C/O NEXTPLAT CORP., 3250 MARY ST., SUITE 410 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Business Development / |
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(Street)
COCONUT GROVE, FL 33133
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
9/15/2021
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock, par value $0.0001 | 100000 (1) | D | |
| Common Stock, par value $0.0001 | 25000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Option to purchase Common Stock, par value $0.0001 | 8/24/2021 | 8/24/2026 | Common Stock | 300000 | $5.35 | D | |
| Option to purchase Common Stock, par value $0.0001 | 8/24/2022 | 8/24/2026 | Common Stock | 150000 (3) | $5.35 | D | |
| Option to purchase Common Stock, par value $0.0001 | 8/24/2022 | 8/24/2026 (2) | Common Stock | 250000 (4) | $5.35 | D | |
| Option to purchase Common Stock, par value $0.0001 | 8/24/2023 | 8/24/2026 (2) | Common Stock | 150000 (3) | $5.35 | D | |
| Option to purchase Common Stock, par value $0.0001 | 8/24/2023 | 8/24/2026 (2) | Common Stock | 250000 (4) | $5.35 | D | |
| Option to purchase Common Stock, par value $0.0001 | 8/24/2024 | 8/24/2026 (2) | Common Stock | 150000 (3) | $5.35 | D | |
| Option to purchase Common Stock, par value $0.0001 | 8/24/2024 | 8/24/2026 (2) | Common Stock | 250000 (4) | $5.35 | D | |
| Explanation of Responses: |
| (1) | Represents 100,000 shares of restricted common stock granted pursuant to that certain Employment Agreement, dated August 24, 2021, by and between the Company and the Reporting Person (the "Employment Agreement") and evidenced by a Restricted Stock Agreement, of which 40,000 shares vested immediately upon issuance on September 9, 2021, with an additional 20,000 shares of restricted stock to be issued and to vest on each of August 24, 2022, August 24, 2023 and August 24, 2024. Vesting conditioned on the Reporting Person serving on the Board of Directors at any time during the year in which the restricted stock is to vest. |
| (2) | The stock options expire on August 24, 2026, five years from the grant date (August 24, 2021). The expiration dates of the stock options reported in this amended Form 3 have been adjusted to reflect the correct expiration date. |
| (3) | Option granted pursuant to the Employment Agreement and evidenced by a Stock Option Agreement. Option will vest subject to the Employment Agreement remaining in full force and effect on the vesting date. |
| (4) | Option granted pursuant to the Employment Agreement and evidenced by a Stock Option Agreement. Option will vest subject to (a) the Employment Agreement remaining in full force and effect on the vesting date, and (b) the satisfaction of certain performance criteria set forth in the Employment Agreement. |
Remarks:
The original Form 3, filed on September 15, 2021, is being amended by this Form 3 amendment solely to correct the expiration date of certain stock options granted on August 24, 2021. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ELLENOFF DOUGLAS
C/O NEXTPLAT CORP.
3250 MARY ST., SUITE 410
COCONUT GROVE, FL 33133 | X |
| Chief Business Development |
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Signatures
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| /s/ Douglas Ellenoff | | 3/2/2023 |
| **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 5(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 control number. |
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