| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LENCO MOBILE INC. [ LNCM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Series A Preferred Stock | $0.25(1) | 01/31/2012 | A | 8,293(2) | (3) | (4) | Common Stock | 3,317,200(5) | $0.0000 | 8,293 | D | ||||
| Stock Option (Right to Buy) | $0.13 | 03/17/2012 | A | 3,200,000 | 03/17/2012 | 03/17/2022 | Common Stock | 3,200,000 | $0.0000 | 3,200,000 | D | ||||
| Series A Preferred Stock | $0.25(1) | 03/24/2012 | P | 916 | (3) | (4) | Common Stock | 366,400(6) | $109.17 | 9,209 | D | ||||
| Series A Preferred Stock | $0.25(1) | 06/08/2012 | P | 586 | (3) | (4) | Common Stock | 234,400(7) | $110.86 | 9,795 | D | ||||
| Common Stock Warrant (Right to Buy) | $0.05(8) | 08/16/2012 | P | 600,000(8) | 08/16/2012 | 08/20/2017 | Common Stock | 600,000 | (9) | 600,000 | D | ||||
| Series A Preferred Stock | $0.25(1) | 12/21/2012 | D | 5,529(10) | (3) | (4) | Common Stock | 2,211,600(11) | $0.0000 | 4,266 | D | ||||
| Series A Preferred Stock | $0.25(1) | 12/27/2012 | F | 1,083(12) | (3) | (4) | Common Stock | 433,200(13) | $108.53 | 3,183 | D | ||||
| Series A Preferred Stock | $0.25(1) | 01/23/2013 | P | 5,207(14) | (3) | (4) | Common Stock | 2,082,800(15) | $115.22 | 8,390 | D | ||||
| Series A Preferred Stock | $0.25(1) | 01/23/2013 | S | 2,170 | (3) | (4) | Common Stock(16) | 868,000 | $115.22 | 6,220 | D | ||||
| Explanation of Responses: |
| 1. The conversion price is subject to adjustment as provided by the terms of the Series A Preferred Stock. The initial conversion price of $1.50 was adjusted to $0.25 on January 1, 2013. |
| 2. Represents right to acquire shares in lieu of payment of cash bonus pursuant to election under Retention Bonus Agreement dated 12/27/2011, as amended; subject to reporting person's continued employment with the issuer, the shares are vested and deliverable on 12/27/2012. |
| 3. The Series A Preferred Stock is convertible into shares of the issuer's common stock at any time. |
| 4. The Series A Preferred Stock has no expiration date, but is subject to automatic conversion as provided by the terms of such preferred stock. |
| 5. The number of underlying shares is determined by dividing the stated value of Series A Preferred Stock, as adjusted for accreted dividends, by the conversion price. The number of underlying shares shown is based on the initial stated value of $100.00 and the current conversion price of $0.25 per share. As of the transaction date, the adjusted stated value was $107.98 and the conversion price was $1.50 per share; accordingly, the number of underlying shares as of the transation date was 597,013. |
| 6. The number of underlying shares is determined by dividing the stated value of Series A Preferred Stock, as adjusted for accreted dividends, by the conversion price. The number of underlying shares shown is based on the initial stated value of $100.00 and the current conversion price of $0.25 per share. As of the transaction date, the adjusted stated value was $107.98 and the conversion price was $1.50 per share; accordingly, the number of underlying shares as of the transation date was 65,942. |
| 7. The number of underlying shares is determined by dividing the stated value of Series A Preferred Stock, as adjusted for accreted dividends, by the conversion price. The number of underlying shares shown is based on the initial stated value of $100.00 and the current conversion price of $0.25 per share. As of the transaction date, the adjusted stated value was $109.62 and the conversion price was $1.50 per share; accordingly, the number of underlying shares as of the transation date was 42,824. |
| 8. Reflects two-for-one adjustment effective 2/15/2013. |
| 9. Warrants issued in connection with acquisition of senior secured notes of the issuer; aggregate consideration for the warrants was $10.00. |
| 10. Represents partial rescission of election to receive Series A Preferred Stock in lieu of cash bonus; shares cancelled for no value. |
| 11. The number of underlying shares is determined by dividing the stated value of Series A Preferred Stock, as adjusted for accreted dividends, by the conversion price. The number of underlying shares shown is based on the initial stated value of $100.00 and the current conversion price of $0.25 per share. As of the transaction date, the adjusted stated value was $112.98 and the conversion price was $1.50 per share; accordingly, the number of underlying shares as of the transation date was 416,444. |
| 12. Shares withheld for payment of taxes on delivery of shares in lieu of retention bonus. |
| 13. The number of underlying shares is determined by dividing the stated value of Series A Preferred Stock, as adjusted for accreted dividends, by the conversion price. The number of underlying shares shown is based on the initial stated value of $100.00 and the current conversion price of $0.25 per share. As of the transaction date, the adjusted stated value was $112.98 and the conversion price was $1.50 per share; accordingly, the number of underlying shares as of the transation date was 81,571. |
| 14. Represents shares issued in satisfaction of cash bonus payable under Retention Bonus Agreement dated 12/27/2011, as amended. |
| 15. The number of underlying shares is determined by dividing the stated value of Series A Preferred Stock, as adjusted for accreted dividends, by the conversion price. The number of underlying shares shown is based on the initial stated value of $100.00 and the current conversion price of $0.25 per share. As of the transaction date, the adjusted stated value was $114.72 and the conversion price was $0.25 per share; accordingly, the number of underlying shares as of the transation date was 2,389,388. |
| 16. The number of underlying shares is determined by dividing the stated value of Series A Preferred Stock, as adjusted for accreted dividends, by the conversion price. The number of underlying shares shown is based on the initial stated value of $100.00 and the current conversion price of $0.25 per share. As of the transaction date, the adjusted stated value was $114.72 and the conversion price was $0.25 per share; accordingly, the number of underlying shares as of the transation date was 995,769. |
| /s/ Christopher Stanton, Attorney-in-fact | 05/30/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||