VDA GROUP S.p.A. - 07 Jan 2022 Form 3 Insider Report for TELKONET INC (TKOI)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
3
Accepted by SEC
18 Jan 2022, 14:54:54 UTC
Prior SEC filing
18 Oct 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
VDA Group S.p.A. /s/ Piercarlo Gramaglia, Title: Chief Executive Officer

Key filing fact

VDA GROUP S.p.A. filed Form 3 for TELKONET INC (TKOI) on 18 Jan 2022.

Key facts

  • This page summarizes VDA GROUP S.p.A.'s Form 3 filing for TELKONET INC (TKOI).
  • 0 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 18 Jan 2022, 14:54.

Change

  • Previous filing in this sequence was filed on 18 Oct 2021.
  • Current net transaction value: $0.

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 3 disclosures.

View source filing

Reported non-derivative transactions

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

TKOI holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
162,900,947
Date
07 Jan 2022
Ownership
Direct
Footnotes
F1, F2

Reported derivative securities

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

TKOI holding Derivative

Warrant (right to buy)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
07 Jan 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
105,380,666
Exercise price
$0.001000
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

These securities are owned solely by VDA Group S.p.A. ("VDA Group"), which is filing a joint Form 3 on behalf of itself, VDA Holding, S.A. ("VDA Holding"), Meti Holding Sarl ("Meti Holding"), and Flavio De Paulis ("F. De Paulis", and together with VDA Group, VDA Holding and Meti Holding, the "Reporting Persons") relating to shares of common stock, par value $0.001, (the "Shares"), of Telkonet, Inc., a Utah corporation (the "Issuer"). On August 6, 2021, the Issuer and VDA Group entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") and the Closing of the Stock Purchase Agreement occurred on January 7, 2022 (the "Closing"). Pursuant to the terms and conditions of the Stock Purchase Agreement, VDA Group acquired, in consideration of a capital contribution to the Issuer of $5,000,000, (A) 162,900,947 Shares of the Issuer (the "Telkonet Shares"), and (B) a warrant ("Warrant") to purchase 105,380,666 additional Shares.

Footnote F2

VDA Group directly owns the Telkonet Shares and the Warrant. VDA Holding may be deemed to beneficially own the Telkonet Shares and the Warrant indirectly by virtue of it being the sole shareholder of VDA Group. Meti Holding may be deemed to beneficially own the Telkonet Shares and the Warrant indirectly by virtue of it being the 82.7% shareholder of VDA Holding. F. De Paulis may be deemed to beneficially own the Telkonet Shares and the Warrant indirectly by virtue of him being the sole shareholder of Meti Holding.

Footnote F3

Under the terms of the Warrant, VDA Group, is entitled to purchase 105,380,666 Shares of the Issuer at an exercise price of $.001 per share, at any time beginning on the date the Issuer achieves a volume weighted average price of the aggregate outstanding Shares of at least $17,000,000, measured for a period of time consisting of sixty (60) consecutive trading days and ending five years after the date of issuance of the Warrant; provided, however, that the Warrant may not be exercised for the first 12 months from January 7, 2022.

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