John Paul DeJoria - 20 Jun 2014 Form 4 Insider Report for REGO PAYMENT ARCHITECTURES, INC. (RPMT)

Role
10%+ Owner
Signature
/s/ Matt Bair, Attorney-in-Fact
Issuer symbol
RPMT
Transactions as of
20 Jun 2014
Net transactions value
+$303,391,934,463
Form type
4
Filing time
26 May 2023, 16:45:25 UTC
Next filing
24 Aug 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RPMT Common Stock Gift $0 -5,000 -0.03% $0.000000 17,148,412 20 Jun 2014 By Trust F1, 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 RPMT Warrants Purchase +10,000 10,000 29 Apr 2016 Common Stock 10,000 $0.9000 Direct F3, F4
transaction RPMT Warrants Purchase +10,000 10,000 09 Jun 2016 Common Stock 10,000 $0.9000 Direct F3, F4
transaction RPMT 4% Convertible Notes currently due 10/31/2023 Purchase $277,778,000,000 +555,556 $500000.00* 5,556 03 Nov 2017 Common Stock 555,556 $90.00 By Trust F5, F6, F7, F8
transaction RPMT 4% Convertible Notes currently due 10/31/2023 Purchase $11,111,100,000 +111,111 $100000.00* 1,111 03 Nov 2017 Common Stock 111,111 $90.00 By Trust F5, F6, F7, F8
transaction RPMT Warrants Purchase +20,540 20,540 06 Mar 2018 Common Stock 20,540 $0.9000 Direct F3, F4
transaction RPMT 4% Convertible Notes currently due 10/31/2023 Purchase $11,715,734,403 +114,094 $102684.93* 1,141 10 Aug 2018 Common Stock 114,094 $90.00 Direct F5, F6, F7
transaction RPMT Stock Options Purchase +100,000 100,000 17 Jun 2019 Common Stock 100,000 $0.9000 Direct F9, F10
transaction RPMT 4% Convertible Notes currently due 10/31/2023 Purchase $2,777,800,000 +55,556 $50000.00* 556 07 Aug 2020 Common Stock 55,556 $90.00 Direct F5, F6, F7
transaction RPMT Stock Options Purchase +100,000 100,000 11 Sep 2020 Common Stock 100,000 $0.9000 Direct F11, F12
transaction RPMT Series B Cumulative Convertible Preferred Stock Purchase $6,800,040 +75,556 $90.00* 75,556 05 Oct 2022 Common Stock 7,555,600 $0.9000 Direct F13, F14
transaction RPMT Series B Cumulative Convertible Preferred Stock Purchase $1,999,980 +22,222 $90.00* 22,222 19 May 2023 Common Stock 2,222,222 $0.9000 By Trust F13, F14, F15
transaction RPMT Series B Cumulative Convertible Preferred Stock Purchase $500,040 +5,556 $90.00* 5,556 19 May 2023 Common Stock 555,556 $0.9000 By Trust F13, F14, F16
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This transaction represents a gift/charitable donation made on June 20, 2014, by the John Paul DeJoria Family Trust, a trust of which the Reporting Person is the settlor and trustee (the "Family Trust"). This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.
F2 Consisting of (i) 10,005,555 shares Common Stock of the Issuer ("Common Stock") directly held by the Family Trust and (ii) 7,142,857 shares of Common Stock held directly by JP's Nevada Trust, a trust of which the Reporting Person is the settlor and distribution trustee.
F3 These warrants were immediately exercisable and fully vested and have since expired.
F4 These warrants were granted to the Reporting Person for non-cash consideration having an indeterminant value.
F5 The 4% Convertible Notes currently due October 31, 2023 (the "4% Convertible Notes"), accrue interest at 4% per annum and are convertible by the holder thereof, at any time, into shares of the Issuer's Series C Cumulative Convertible Preferred Stock ("Series C Preferred Stock") at a conversion price of $90.00 per share, subject to certain anti-dilution adjustments. Currently, upon issuance, each share of Series C Preferred Stock would be convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments.
F6 Pursuant to the Certificate of Designation governing the Series C Preferred Stock, such Series C Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series C Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series C Preferred Stock. The Series C Preferred Stock has no expiration date.
F7 Represents the number of shares of Series C Preferred Stock into which such 4% Convertible Notes are convertible.
F8 These 4% Convertible Notes are held directly by the Family Trust.
F9 These stock options were immediately exercisable and fully vested and have since expired.
F10 These stock options were granted to the Reporting Person for non-cash consideration having an indeterminant value.
F11 These stock options are immediately exercisable and fully vested.
F12 These stock options were granted to the Reporting Person as consideration for extending the maturity date of the 4% Convertible Notes he held to October 31, 2023.
F13 Each share of the Issuer's Series B Cumulative Convertible Preferred Stock ("Series B Preferred Stock") is currently convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments.
F14 Pursuant to the Certificate of Designation governing the Series B Preferred Stock, such Series B Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series B Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series B Preferred Stock. The Series B Preferred Stock has no expiration date.
F15 These shares are held directly by the Family Trust.
F16 These shares are held directly by the JDP 2019 Gift Trust, a trust of which the Reporting Person is the settlor and trustee.

Remarks:

Exhibit 99.1 Additional Information.