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 |
| |||||||||||||||
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 Toga Ltd [ TOGL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 05/01/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | ||||||||
Stock Options | $0.4 | 05/01/2019 | A | 20,000 | 05/31/2019 | 05/01/2021 | Common Stock | 20,000 | $0(1) | 80,000(2) | D | ||||
Stock Options | $0.4 | 05/01/2019 | A | 20,000 | 06/30/2019 | 05/01/2021 | Common Stock | 20,000 | $0(1) | 100,000(2) | D | ||||
Stock Options | $0.4 | 05/01/2019 | A | 20,000 | 07/31/2019 | 05/01/2021 | Common Stock | 20,000 | $0(1) | 120,000(2) | D | ||||
Stock Options | $0.2 | 08/01/2019 | A | 1,220 | 08/31/2019 | 08/01/2021 | Common Stock | 1,220 | $0(3) | 13,220 | D | ||||
Stock Options | $0.2 | 08/01/2019 | A | 1,221 | 09/30/2019 | 08/01/2021 | Common Stock | 1,221 | $0(3) | 14,441 | D | ||||
Stock Options | $0.2 | 08/01/2019 | A | 1,221 | 10/31/2019 | 08/01/2021 | Common Stock | 1,221 | $0(3) | 15,662 | D | ||||
Stock Options | $0.2 | 11/01/2019 | A | 1,043 | 11/30/2019 | 11/01/2021 | Common Stock | 1,043 | $0(3) | 16,705 | D | ||||
Stock Options | $0.2 | 11/01/2019 | A | 1,043 | 12/31/2019 | 11/01/2021 | Common Stock | 1,043 | $0(3) | 17,748 | D | ||||
Stock Options | $0.2 | 11/01/2019 | A | 1,044 | 01/31/2020 | 11/01/2021 | Common Stock | 1,044 | $0(3) | 18,792 | D | ||||
Stock Options | $0.2 | 03/25/2020(4) | D | 2,000 | 03/08/2019 | 02/08/2021 | Common Stock | 2,000 | $8.33 | 0(4) | D | ||||
Stock Options | $0.2 | 03/25/2020(4) | D | 2,000 | 04/08/2019 | 02/08/2021 | Common Stock | 2,000 | $8.33 | 0(4) | D | ||||
Stock Options | $0.2 | 03/25/2020(4) | D | 2,000 | 05/08/2019 | 02/08/2021 | Common Stock | 2,000 | $8.33 | 0(4) | D | ||||
Stock Options | $0.4 | 03/25/2020(4) | D | 2,000 | 05/31/2019 | 05/01/2021 | Common Stock | 2,000 | $8.33 | 0(4) | D | ||||
Stock Options | $0.4 | 03/25/2020(4) | D | 2,000 | 06/30/2019 | 05/01/2021 | Common Stock | 2,000 | $8.33 | 0(4) | D | ||||
Stock Options | $0.4 | 03/25/2020(4) | D | 2,000 | 07/31/2019 | 05/01/2021 | Common Stock | 2,000 | $8.33 | 0(4) | D | ||||
Stock Options | $0.2 | 03/25/2020(4) | D | 1,220 | 08/31/2019 | 08/01/2021 | Common Stock | 1,220 | $8.33 | 0(4) | D | ||||
Stock Options | $0.2 | 03/25/2020(4) | D | 1,221 | 09/30/2019 | 08/01/2021 | Common Stock | 1,221 | $8.33 | 0(4) | D | ||||
Stock Options | $0.2 | 03/25/2020(4) | D | 1,221 | 10/31/2019 | 08/01/2021 | Common Stock | 1,221 | $8.33 | 0(4) | D | ||||
Stock Options | $0.2 | 03/25/2020(4) | D | 1,043 | 11/30/2019 | 11/01/2021 | Common Stock | 1,043 | $8.33 | 0(4) | D | ||||
Stock Options | $0.2 | 03/25/2020(4) | D | 1,043 | 12/31/2019 | 11/01/2021 | Common Stock | 1,043 | $8.33 | 0(4) | D | ||||
Stock Options | $0.2 | 03/25/2020(4) | D | 1,044 | 01/31/2020 | 11/01/2021 | Common Stock | 1,044 | $8.33 | 0(4) | D |
Explanation of Responses: |
1. During the year ended July 31, 2019, Toga Limited granted options to purchase up to 120,000 shares of its common stock to Mr. Henderson, the Company's CFO, as stock-based compensation. 60,000 shares underlying the options had an exercise price of $0.20 per share (as reported in that certain Form 4 filed by Mr. Henderson on April 19, 2019), and 60,000 shares underlying the options had an exercise price of $0.40 per share. The options were issued quarterly and were subject to a vesting schedule of one-third of the options vesting every 30 days. |
2. These options were subsequently subject to the 10:1 reverse stock split approved and adopted by Toga Limited's board of directors on April 24, 2019; thus, following the reverse stock split, the options became exercisable for up to 60,000 shares of Toga Limited's common stock. The value of the options was $106,102 and recorded as stock-based compensation. |
3. During the six months ended January 31, 2020, Toga Limited granted options to purchase up to 6,792 shares of its common stock to Mr. Henderson as stock-based compensation. The options were issued quarterly (3,662 options were granted August 1, 2019 and 3,130 options were granted November 1, 2019), and were subject to a vesting schedule of one-third of the options vesting every 30 days. |
4. On March 25, 2020, Toga Limited redeemed stock options to purchase 18,792 shares of its common stock from Mr. Henderson for an aggregate purchase price of $156,537 (or $8.33 per share). |
Alexander D. Henderson | 08/03/2020 | |
** 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. |