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 BLACKSTAR ENTERPRISE GROUP, INC. [ BEGI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/29/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 02/16/2018 | 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 | 09/27/2017 | J(3) | 16,420,000 | D | $0 | 27,980,000 | I | As an Owner of International Hedge Group, Inc. | ||
Common Stock | 04/29/2018 | J(2) | 330,000 | D | $0 | 27,650,000 | I | As an Owner of International Hedge Group, Inc. | ||
Common Stock | 06/14/2018 | M(1) | 3,129,630 | A | $0.05 | 6,249,630 | D | |||
Common Stock | 06/14/2018 | M(1) | 1,925,926 | A | $0.05 | 4,805,926 | I | As an Officer of THL Holdings, LLC | ||
Common Stock | 06/14/2018 | M(2) | 1,300,000 | A | $0.05 | 28,950,000 | I | As an Owner of International Hedge Group, Inc. | ||
Common Stock | 06/14/2018 | J(2) | 1,300,000 | D | $0 | 27,650,000 | I | As an Owner of International Hedge Group, Inc. | ||
Common Stock | 06/18/2018 | J(2) | 16,370,370 | D | $0 | 11,279,630 | I | As an Owner of International Hedge Group, Inc. |
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 | ||||||||
Warrants | $0.05 | 06/14/2018 | M(1) | 3,250,000 | 08/30/2016 | 08/30/2019 | Common Stock | 3,250,000 | $0 | 0 | D | ||||
Warrants | $0.05 | 06/14/2018 | M(1) | 2,000,000 | 08/30/2016 | 08/30/2019 | Common Stock | 2,000,000 | $0 | 0 | I | As an Officer of THL Holdings, LLC | |||
Warrants | $0.05 | 06/14/2018 | M(2) | 1,350,000 | 08/30/2016 | 08/30/2019 | Common Stock | 1,350,000 | $0 | 0 | I | As an Owner of International Hedge Group, Inc. |
Explanation of Responses: |
1. Mr. Lahr individually exercised 3,250,000 warrants in a cashless exercise @ $0.05 per share on June 14, 2018, resulting in 3,129,630 shares of common stock, thereby changing his shareholdings reflected in this Form 4. THL Holdings, LLC, of which Mr. Lahr is Managing Member, exercised 2,000,000 warrants in a cashless exercise @ 0.05 per share on June 14, 2018, resulting in 1,925,926 shares of common stock. |
2. On April 29, 2018, International Hedge Group, Inc. retired 330,000 shares to treasury simultaneous to the issuance of 330,000 shares purchased in a private placement offering. International Hedge Group, Inc. exercised 1,350,000 warrants on June 14, 2018 resulting in 1,300,000 shares of common stock, which were assigned to non-affiliated individual advisors to the Company. On June 18, 2018, International Hedge Group, Inc. retired 16,370,370 shares to treasury. |
3. The original Form 4, filed on February 16, 2018, is being amended by this Form 4 amendment in part to correct an administrative error. The Transaction Date appearing in the first row of Table I was previously misreported as September 29, 2017 and is being corrected to September 27, 2017 to reflect the date of the resolution of the Board of Directors. The Transaction Code has also been updated to "J" to more accurately reflect that the shares were retired to treasury by International Hedge Group, Inc. as an anti-dilutive measure. |
/s/ Todd Lahr | 09/21/2018 | |
** 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. |