Gabriel 613 Trust - Dec 31, 2021 Form 5 Insider Report for Charge Enterprises, Inc. (CRGE)

Role
10%+ Owner
Signature
/s/ Evan Berger, as Trustee of the Gabriel 613 Trust
Stock symbol
CRGE
Transactions as of
Dec 31, 2021
Transactions value $
-$999,900
Form type
5
Date filed
1/26/2024, 04:42 PM
Previous filing
Jan 26, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRGE Common Stock, par value $.0001 per share Conversion of derivative security +15.4M +76.06% 35.6M Oct 28, 2021 Direct F1
transaction CRGE Common Stock, par value $.0001 per share Sale -$1M -4.5M -12.64% $0.22* 31.1M Dec 17, 2021 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CRGE Series A Preferred Stock Gift +500K 500K Oct 22, 2021 Common Stock 15.4M Direct F3, F4
transaction CRGE Series A Preferred Stock Conversion of derivative security -500K -100% 0 Oct 28, 2021 Common Stock 15.4M Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents Common Stock received on October 28, 2021 in connection with the conversion of all of the Issuer's outstanding shares of Series A Preferred Stock into Common Stock.
F2 On December 17, 2021, the Reporting Person sold 4,500,000 shares of Common Stock to Arena Investors, LP and certain of its affiliates ("Arena") in a private sale for aggregate consideration of $1,000,000 plus an option to acquire certain assets of Arena.
F3 The Series A Preferred Stock were immediately exercisable upon their issuance and at the sole option of the holders. On October 28, 2021, all of the outstanding shares of the Issuer's Series A Preferred Stock were converted into shares of Common Stock.
F4 Shares of Series A Preferred Stock received as a bona fide gift from KORR Acquisitions Group, Inc.

Remarks:

The Reporting Person is an irrevocable trust formed in 2021 for estate planning purposes by its settlor, who is neither a trustee nor a beneficiary of the Reporting Person, in accordance with the laws of the State of New York. Evan Berger is the sole trustee of the Reporting Person and is not a beneficiary of the Reporting Person. As trustee, Mr. Berger may be deemed to have beneficial ownership of the securities held by the Reporting Person. This report shall not be deemed an admission that Mr. Berger is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.