Statement of Changes in Beneficial Ownership (4)
June 03 2020 - 4:38PM
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).
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MILLS RICHARD C |
2. Issuer Name and Ticker or Trading Symbol
CREATIVE REALITIES, INC.
[
CREX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
13100 MAGISTERIAL DRIVE, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2020 |
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(Street)
LOUISVILLE, KY 40223
(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 | | | | | | | | 702259 | D | |
| Common Stock | | | | | | | | 87976 | I | By RFK Communications, LLC (1) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Options (right to buy) | $2.53 | 6/1/2020 (2) | | D | | | 480000 | (2) | 5/20/2030 | Common Stock | 480000 | $0 (2) | 0 | D | |
| Stock Options (right to buy) | $2.53 | 6/1/2020 (3) | | A | | 480000 | | (3) | 6/1/2030 | Common Stock | 480000 | $0 (3) | 480000 | D | |
| Explanation of Responses: |
| (1) | The Reporting Person is a principal of RFK Communications, LLC and has voting and investment power for this entity. |
| (2) | This transaction involves a rescission of a prior grant pursuant to an agreement dated June 1, 2020 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by the Company's 2014 Stock Incentive Plan. As of the date of rescission, the forfeited options to acquire 480,000 shares were not vested. |
| (3) | The options were granted pursuant to an agreement dated June 1, 2020 between the Company and the Reporting Person and are subject to approval by Company's stockholders of an amendment to its 2014 Stock Incentive Plan (the "Amendment"). If the Amendment is approved by stockholders, options to acquire 480,000 shares will vest in three equal installments of 160,000 each on 6/1/2021, 6/1/2022 and 6/1/2023. The grant was approved in accordance with Rule 16b-3(d) of the Securities Exchange Act of 1934 (the "1934 Act"), and in accordance with Rule 16b-3(a) of the 1934 Act is exempt from Section 16(b) of the 1934 Act. |
Remarks:
Exhibit 24.1 Power of Attorney filed with Form 4 dated 9/18/2019 and incorporated herein by reference. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MILLS RICHARD C
13100 MAGISTERIAL DRIVE, SUITE 100
LOUISVILLE, KY 40223 | X |
| Chief Executive Officer |
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Signatures
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| /s/ Will Logan as Attorney-in-Fact for Richard Mills | | 6/3/2020 |
| **Signature of Reporting Person | Date |
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