Peter A. Mehring - Oct 7, 2021 Form 4 Insider Report for Ecoark Holdings, Inc. (BNMV)

Role: President, Director
Signature: /s/ Peter A. Mehring
Stock symbol: BNMV
Transactions as of: Oct 7, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/12/2021, 08:00 AM
Previous filing: Aug 9, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNMV	Common Stock	Award		+64K	+21.95%		355K	Oct 7, 2021	Direct	F1, F2

* 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 and shareholders of the Company 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 quarterly increments of 5,333 each (except that the last increment shall be 5,335) 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	On August 5, 2021, the Issuer cancelled 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 on August 5, 2021 and an additional 63,996 RSUs on the Transaction Date. 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.

Content

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 and shareholders of the Company 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 quarterly increments of 5,333 each (except that the last increment shall be 5,335) 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.

On August 5, 2021, the Issuer cancelled 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 on August 5, 2021 and an additional 63,996 RSUs on the Transaction Date. 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.