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 AURA SYSTEMS INC [ AUSI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/31/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 04/04/2018 | 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 | 10/31/2006 | P | 9,821 | A | $0(1) | 49,106 | I | See Footnotes(2)(3) | ||
Common Stock | 11/09/2007 | P | 62,794 | A | $6.37 | 111,900 | I | See Footnotes(2)(3) | ||
Common Stock | 02/28/2008 | P | 15,698 | A | $0(1) | 127,598 | I | See Footnotes(2)(3) | ||
Common Stock | 05/01/2008 | P | 7,857 | A | $7 | 135,455 | I | See Footnotes(2)(3) | ||
Common Stock | 04/26/2007 | P | 54,945 | A | $2.73 | 54,945 | I | See Footnotes(2)(4) | ||
Common Stock | 04/11/2008 | P | 13,736 | A | $0(1) | 68,681 | I | See Footnotes(2)(4) | ||
Common Stock | 08/03/2007 | P | 43,473 | A | $4.6 | 43,473 | I | See Footnotes(2)(5) | ||
Common Stock | 09/05/2007 | P | 7,403,705 | A | $0.34 | 7,447,178 | I | See Footnotes(2)(5) | ||
Common Stock | 02/27/2009 | P | 14,285 | A | $0(1) | 7,461,463 | I | See Footnotes(2)(5) | ||
Common Stock | 02/07/2011 | P | 6,620 | A | $4.9 | 7,468,083 | I | See Footnotes(2)(5) | ||
Common Stock | 06/08/2016 | P | 10,528 | A | $7 | 7,478,611 | I | See Footnotes(2)(5) |
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 | ||||||||
Convertible Promissory Note | $1.4 | 02/14/2018 | A | $3,000,000 | 02/14/2018 | 02/14/2023 | Common Stock | 2,142,857(6)(7) | $0 | $3,000,000(6)(7) | I | See Footnote(8) | |||
Common Stock Warrants (right to buy) | $1.4 | 02/28/2013 | A | 285,714 | 02/28/2013 | 02/27/2020 | Common Stock | 285,714 | (9) | 285,714 | D | ||||
Common Stock Warrants (right to buy) | $1.4 | 02/28/2013 | A | 300,000 | 02/28/2013 | 02/27/2020 | Common Stock | 14,286 | (9) | 300,000 | D | ||||
Common Stock Warrants (right to buy) | $1.4 | 06/03/2014 | A | 342,857 | 06/03/2014 | 06/02/2021 | Common Stock | 42,857 | (9) | 342,857 | D | ||||
Common Stock Warrants (right to buy) | $1.4 | 06/03/2014 | A | 485,714 | 06/03/2014 | 06/02/2021 | Common Stock | 142,857 | (9) | 485,714 | D | ||||
Common Stock Warrants (right to buy) | $1.4 | 06/03/2014 | A | 492,857 | 06/03/2014 | 06/02/2021 | Common Stock | 7,143 | (9) | 492,857 | D | ||||
Common Stock Warrants (right to buy) | $1.4 | 06/03/2014 | A | 664,286 | 06/03/2014 | 06/02/2021 | Common Stock | 171,429 | (9) | 664,286 | D | ||||
Common Stock Warrants (right to buy) | $1.4 | 06/03/2014 | A | 950,000 | 06/03/2014 | 06/02/2021 | Common Stock | 285,714 | (9) | 950,000 | D | ||||
Common Stock Warrants (right to buy) | $1.4 | 02/14/2018 | A | 966,000 | 02/14/2018 | 02/13/2023 | Common Stock | 16,000 | (9) | 966,000(10) | D |
Explanation of Responses: |
1. Issued by the Issuer for no consideration as "penalty shares" from related to prior issuances. |
2. The Form 4 previously filed on April 4, 2018 to which this amendment relates inadvertently did not reflect the correct aggregate number of securities beneficially owned by Warren Breslow (the "Reporting Person") in Table I and did not reflect certain securities acquired by the Reporting Person. The footnotes listed below reflect the number of securities beneficially owned by the Reporting Person as of the respective dates referenced therein and the relevant record holders' names. All securities numbers reported herein reflect a 1 for 7 reverse stock split which became effective on 02/15/18. |
3. 135,455 shares of common stock, par value $0.0001 per share ("Common Stock"), are held of record (the "Texas Ridge Shares") by Texas Ridge Investment Co., A California Limited Partnership ("Texas Ridge"), of which the Reporting Person is a trustee of the general partner. By virtue of the Reporting Person's direct or indirect control of Texas Ridge, the Reporting Person may be deemed to beneficially own some or all of the Texas Ridge Shares but disclaims beneficial ownership of the Texas Ridge Shares except to the extent of the Reporting Person's pecuniary interest therein. |
4. 68,681 shares of Common Stock (the "Lancelot Shares") are held of record by Lancelot Investment Co., L.P. ("Lancelot"), of which the Reporting Person is the manager of the general partner thereof. By virtue of the Reporting Person's direct or indirect control of Lancelot, the Reporting Person may be deemed to beneficially own some or all of the Lancelot Shares but disclaims beneficial ownership of the Lancelot Shares except to the extent of the Reporting Person's pecuniary interest therein. |
5. 7,478,611 shares of Common Stock (the "Survivor's Trust Shares") are held of record by the Reporting Person as trustee of The Survivor's Trust Under the Warren L. Breslow Trust (the "Survivor's Trust"). By virtue of the Reporting Person's control of the Survivor's Trust, the Reporting Person may be deemed to beneficially own some or all of the Survivor's Trust Shares but disclaims beneficial ownership of the Survivor's Trust Shares except to the extent of the Reporting Person's pecuniary interest therein. |
6. The Form 4 to which this amendment relates inadvertently omitted this transaction. As previously reported in the Issuer's public SEC filings, pursuant to a Debt Refinancing Agreement entered into as of January 24, 2017 between the Company and the trustee of the Survivor's Trust, the Survivor's Trust holds an Unsecured Convertible Promissory Note (the "Note") with an original principal amount of $3,000,000 pursuant to which the Survivor's Trust has the right to convert principal and interest amounts outstanding thereunder in whole or in part into shares of the Company's Common Stock at a conversion price of $1.40 per share. The Note provides that the Company is to pay accrued interest monthly in arrears, but to the extent the Company does not do so, the amount of accrued and unpaid interest could be converted into shares of Common Struck pursuant to the terms of the Note. The principal amount and any accrued interest outstanding under the Note are due and payable on February 14, 2023. |
7. 2,142,857 shares of Common Stock were issuable as of February 14, 2018 assuming the conversion of the $3,000,000 principal amount outstanding as of such date, but not including additional shares that would be issuable to the extent of any accrued and unpaid interest thereon, if any. As of the date hereof, the Survivor's Trust has not converted any principal or accrued interest under the Note into shares of Common Stock. |
8. By virtue of the Reporting Person's control of the Survivor's Trust, the Reporting Person may be deemed to beneficially own some or all of the Conversion Shares but disclaims beneficial ownership of the Conversion Shares, except to the extent of the Reporting Person's pecuniary interest therein. |
9. 966,000 shares of Common Stock are issuable to the Reporting Person upon exercise of warrants each having an exercise price of $1.40 per share (the "Warrants"), and with expiration dates beginning February 27, 2020 and ending February 13, 2023. |
10. The Form 4 to which this amendment relates inadvertently did not separately report in Table II the Reporting Person's individual warrants granted between 02/28/13 and 02/14/18. |
/s/ Warren Breslow | 08/02/2019 | |
** 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. |