McEwen David S. - 13 Jun 2023 Form 4 Insider Report for KonaTel, Inc. (KTEL)

Role
Chairman and CEO, Director, 10%+ Owner
Signature
/s/ Sean McEwen
Issuer symbol
KTEL
Transactions as of
13 Jun 2023
Net transactions value
$0
Form type
4
Filing time
15 Jun 2023, 12:05:18 UTC
Previous filing
21 Mar 2023
Next filing
14 Sep 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KTEL Common Stock Options Exercise $41,250 +187,500 +1.2% $0.2200* 15,875,000 13 Jun 2023 Direct F2, F3
holding KTEL Common Stock 15,687,500 13 Jun 2023 Direct

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 KTEL Option Options Exercise $41,250 -187,500 -14% $0.2200* 1,125,000 13 Jun 2023 Common Stock 187,500 $0.2200 Direct F2, F3
holding KTEL Option 187,500 13 Jun 2023 Common Stock 187,500 $0.2200 Direct F1
holding KTEL Option 375,000 13 Jun 2023 Common Stock 187,500 $0.2200 Direct F1
holding KTEL Option 562,500 13 Jun 2023 Common Stock 187,500 $0.2200 Direct F1
holding KTEL Option 750,000 13 Jun 2023 Common Stock 187,500 $0.2200 Direct F1
holding KTEL Option 937,500 13 Jun 2023 Common Stock 187,500 $0.2200 Direct F1
holding KTEL Option 1,125,000 13 Jun 2023 Common Stock 187,500 $0.2200 Direct F1
holding KTEL Option 1,312,500 13 Jun 2023 Common Stock 187,500 $0.2200 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Mr. McEwen received these non-compensatory stock options on December 18, 2017, as part of an exchange of his shares in KonaTel, Inc., a Nevada corporation ("KonaTel Nevada"), for shares of common stock and these non-compensatory stock options under a merger whereby the Company acquired KonaTel Nevada from Mr. McEwen, its sole shareholder. Mr. Mark Savage, as the then sole member of the Board of Directors of the Company, adopted Board resolutions of the company on November 15, 2017, resolving that all securities issued under the KonaTel merger would be exempt from the provisions of Rule 16b-3(d)(1) adopted pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.
F2 Effective December 18, 2017, the Company completed an Agreement and Plan of Merger whereby a newly formed wholly-owned subsidiary merged with and into KonaTel Nevada, and under which KonaTel Nevada was the surviving corporation and became a wholly-owned subsidiary of the Company. Mr. McEwen was the sole shareholder of KonaTel Nevada and received merger consideration of 13,500,000 shares of the Company's Common Stock and 1,500,000 non-compensatory stock options to acquire shares of the Company's Common Stock under the merger. On June 13, 2023, Mr. McEwen exercised his second tranche of 187,500 stock options for 187,500 shares of Common Stock.
F3 $41,250, paid by a $41,250 portion of $160,000 in deferred compensation owed to Mr. McEwen by the Company for prior services rendered, which $160,000 was approved by unanimous consent of the Company's Board of Directors on January 11, 2022.