- Statement of Changes in Beneficial Ownership (4)
November 24 2008 - 7:57PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KLEINERT JOHN C
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2. Issuer Name
and
Ticker or Trading Symbol
VELOCITY PORTFOLIO GROUP INC
[
PGV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
1800 ROUTE 34 NORTH, BUILDING 4,, SUITE 404A
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/20/2008
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(Street)
WALL,, NJ 07719
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/20/2008
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P
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696
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A
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$5.39
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377538
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D
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Common Stock
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11/21/2008
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P
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1370
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A
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$5.12
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378908
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D
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Common Stock
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11/24/2008
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P
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2500
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A
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$5.26
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381408
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock
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(1)
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11/20/2008
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P
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3000
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(1)
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(1)
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Common Stock
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600
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$4.51
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13000
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D
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Series A Preferred Stock
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(1)
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11/24/2008
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P
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100
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(1)
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(1)
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Common Stock
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20
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$4.58
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13100
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D
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Explanation of Responses:
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(
1)
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Every five shares of the Series A Preferred shares is convertible into one share of our common stock, at a conversion price of $5.00 per share of common stock, at the option of the holder; provided, however, if after May 18, 2009 (a) the price of our common stock exceeds the conversion price of the Series A Preferred Stock by more than 35%, and (b) our common stock is traded on a national securities exchange, we may terminate the conversion right.
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Remarks:
* Share numbers reflect the one-for-twenty reverse split, effective November 17, 2008.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KLEINERT JOHN C
1800 ROUTE 34 NORTH, BUILDING 4,
SUITE 404A
WALL,, NJ 07719
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X
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X
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President and CEO
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Signatures
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/s/ John C. Kleinert
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11/24/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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