| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Accelerize Inc. [ ACLZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/18/2019 | ||||||||||||||||||||||||||
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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 | ||||||||
| Common Stock Purchase Warrant | $0.15 | 06/18/2019 | J(2) | 7,935,000 | 03/02/2019 | 01/25/2024 | Common Stock | 7,935,000 | (2) | 0 | D(1) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Prior to the cancellation of the Warrants on June 18, 2019, as explained below, Beedie Investments Limited ("BIL") directly owned warrants to purchase 7,935,000 shares of Common Stock of the Issuer. This Form 4 is being jointly filed by Beedie Investments Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie OYII Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Ryan Beedie Family Trust III; 4358 Investments Limited, which is the trustee and has full control over Ryan Beedie Family Trust III; and Ryan Beedie, an individual Canadian citizen who is the trustee and sole beneficiary of the Ryan Beedie Family Trust III. All of the Reporting Persons are affiliated entities with same contact information. See Continuation of Form 4 on page 3. |
| 2. In connection with a loan (the "Loan") for up to $7,000,000 by BIL to the Issuer, made pursuant to a credit agreement between BIL and the Issuer (the "Credit Agreement", as amended), and as partial consideration for entering into six amendments to the Credit Agreement, Issuer granted to BIL 7,935,000 immediately exercisable warrants at an exercise price of $0.15 per share (the "Warrants"). In connection with the Seventh Amendment to the Credit Agreement, the parties agreed that upon repayment of the Loan, the Warrants would be cancelled. The Loan was repaid, and the Warrants were cancelled for no additional consideration, on June 18, 2019. |
| /s/ Ryan Beedie, President | 06/20/2019 | |
| /s/ Ryan Beedie, President | 06/20/2019 | |
| /s/ Ryan Beedie, President | 06/20/2019 | |
| /s/ Ryan Beedie, President | 06/20/2019 | |
| /s/ Ryan Beedie, President | 06/20/2019 | |
| /s/ Ryan Beedie | 06/20/2019 | |
| ** 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. | ||