Peter A. Mehring - Aug 5, 2021 Form 4 Insider Report for Ecoark Holdings, Inc. (BNMV)

Role: President, Director
Signature: /s/ Peter A Mehring
Stock symbol: BNMV
Transactions as of: Aug 5, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/9/2021, 04:05 PM
Next filing: Oct 12, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNMV	Common Stock	Award		+272K	+1414.22%		292K	Aug 5, 2021	Direct	F1, F2, F3

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	BNMV	Stock Options (Right to Buy)	Disposed to Issuer		+672K			672K	Aug 5, 2021	Common Stock	672K	$13.00	Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") granted to the Reporting Person in exchange for cancellation of 672,499 stock options. The RSUs were granted under the Ecoark Holdings, Inc. 2017 Omnibus Incentive Plan (the "2017 Plan"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The grant was approved by the Compensation Committee as required by Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act") and was therefore exempt from Section 16(b) of the Exchange Act. The RSUs will vest in 12 equal quarterly increments with the first vesting date being November 4, 2021, and all RSUs will immediately vest upon (i) the Reporting Person ceasing to be an employee, advisor, director or consultant for the Issuer, or (ii) upon a "change of control" of the Issuer or its wholly-owned subsidiary, Zest Labs, Inc., as defined under the 2017 Plan.
F2	Additionally, the Issuer agreed to grant the Reporting Person 63,998 RSUs upon the approval by the shareholders of the Issuer of an increase in the number of shares of common stock authorized for issuance under the 2017 Plan.
F3	On August 5, 2021, the Issuer canceled 672,499 stock options granted to the Reporting Person on October 13, 2017. In exchange for the cancelled options, the Reporting Person received 272,252 RSUs. The cancellation was approved by the Compensation Committee as required by Rule 16b-3 under the Exchange Act and was therefore exempt from Section 16(b) of the Exchange Act.
F4	Of the cancelled stock options (i) 403,500 stock options provided for vesting in four equal annual increments with the first such increment vesting on October 13, 2018, and (ii) 50,000 options were immediately vested as of the grant date.