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

Reporting relationship: 10%+ Owner
Issuer ticker: N/A
Reported as of: 31 Dec 2021
Net transaction value: -$999,900
SEC form: 5
Accepted by SEC: 26 Jan 2024, 16:42:04 UTC
Prior SEC filing: 26 Jan 2024
Source filing: View source filing
Reporting owner signature: /s/ Evan Berger, as Trustee of the Gabriel 613 Trust

Key filing fact

Gabriel 613 Trust filed Form 5 for Charge Enterprises, Inc. on 26 Jan 2024.

Key facts

This page summarizes Gabriel 613 Trust's Form 5 filing for Charge Enterprises, Inc..
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 26 Jan 2024, 16:42.

Change

Previous filing in this sequence was filed on 26 Jan 2024.
Current net transaction value: -$999,900.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 5 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CRGE transaction

Common Stock, par value $.0001 per share

Conversion of derivative security

Transaction value
Shares: +15,377,448
Change %: +76%
Price
Shares after: 35,593,906
Date: 28 Oct 2021
Ownership: Direct
Footnotes: F1

CRGE transaction

Common Stock, par value $.0001 per share

Sale

Transaction value: $999,900
Shares: -4,500,000
Change %: -13%
Price: $0.2222^*
Shares after: 31,093,906
Date: 17 Dec 2021
Ownership: Direct
Footnotes: F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CRGE transaction Derivative

Series A Preferred Stock

Gift

Transaction value
Shares: +500,000
Change %
Price
Shares after: 500,000
Date: 22 Oct 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 15,377,448
Exercise price
Footnotes: F3, F4

CRGE transaction Derivative

Series A Preferred Stock

Conversion of derivative security

Transaction value
Shares: -500,000
Change %: -100%
Price
Shares after: 0
Date: 28 Oct 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 15,377,448
Exercise price
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F4

Shares of Series A Preferred Stock received as a bona fide gift from KORR Acquisitions Group, Inc.

SEC 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.