SEC Form 4
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 |
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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 FINDEX COM INC [ FIND ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/24/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 19,559,061 | D | ||||||||
Common Stock | 4,381,787 | I | By Spouse | |||||||
Common Stock | 12/24/2018 | J(1) | V | 57,458,335 | A | $0.0021(1) | 57,458,335 | I | By August Center Street Holdings(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Promissory Note | (2) | 12/24/2018 | J(2) | V | 6,231,049(2) | 07/05/2017 | (2) | Common Stock | 6,231,049(2) | $0.015(2) | 0(2) | D | |||
Promissory Note | (3) | 12/24/2018 | J(3) | V | 1,993,941(3) | 07/05/2017 | (3) | Common Stock | 1,993,941(3) | $0.015(3) | 0(3) | I | By Spouse | ||
Promissory Note | (4) | 12/24/2018 | J(4) | V | 55,212,514(4) | 09/21/2016 | (4) | Common Stock | 55,212,514(4) | $0.007(4) | 0(4) | D | |||
Promissory Note | (5) | 12/24/2018 | J(5) | V | 21,274,611(5) | 09/21/2016 | (5) | Common Stock | 21,274,611(5) | $0.007(5) | 0(5) | I | By Spouse |
Explanation of Responses: |
1. This issuance of common stock was made in consideration of the sale by the Reporting Person to the Issuer of a membership interest beneficially owned by him in Advanced Cement Sciences LLC. |
2. This note payable is in the total amount of $93,465.73 ($87,532.18 in principal plus $5,933.55 in accrued interest through December 21, 2018) and represents a portion of the previously accrued but unpaid base salary due to the Reporting Person. On December 24, 2018, and pursuant to a written instrument executed by the Reporting Person, the Reporting Person relinquished his rights to convert the note payable to shares of Issuer common stock not only at the originally agreed-upon value of $0.015 per share, but at any price. The original issuance of the note occurred on July 5, 2017 and was previously disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ending June 30, 2017 and filed on August 18, 2017. |
3. This note payable is in the total amount of $29,909.11 ($28,010.37 in principal plus $1,898.74 in accrued interest through December 21, 2018) and represents a portion of the previously accrued but unpaid base salary due to the Reporting Person's spouse, the Issuer's controller. On December 24, 2018, and pursuant to a written instrument executed by the Reporting Person's spouse, the Reporting Person's spouse relinquished her rights to convert the note payable to shares of Issuer common stock not only at the originally agreed-upon value of $0.015 per share, but at any price. The original issuance of the note occurred on July 5, 2017 and was previously disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ending June 30, 2017 and filed on August 18, 2017. |
4. This note payable is in the total amount of $386,487.59 ($349,328.64 in principal plus $37,158.95 in accrued interest through December 21, 2018) and represents a portion of the previously accrued but unpaid base salary due to the Reporting Person. On December 24, 2018, and pursuant to a written instrument executed by the Reporting Person, the Reporting Person relinquished his rights to convert the note payable to shares of Issuer common stock not only at the originally agreed-upon value of $0.007 per share, but at any price. The original issuance of the note occurred on September 21, 2016 and was previously disclosed in the Issuer's Annual Report on Form 10-K for the period ending December 31, 2016 and filed on April 17, 2017. |
5. This note payable is in the total amount of $148,922.27 ($134,604.14 in principal plus $14,318.13 in accrued interest through December 21, 2018) and represents a portion of the previously accrued but unpaid base salary due to the Reporting Person's spouse, the Issuer's controller. On December 24, 2018, and pursuant to a written instrument executed by the Reporting Person's spouse, the Reporting Person's spouse relinquished her rights to convert the note payable to shares of Issuer common stock not only at the originally agreed-upon value of $0.007 per share, but at any price. The original issuance of the note occurred on September 21, 2016 and was previously disclosed in the Issuer's Annual Report on Form 10-K for the period ending December 31, 2016 and filed on April 17, 2017. |
Steven Malone | 12/27/2018 | |
** 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. |