|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 | ||||||||
10% Convertible Note due November 2010 | $ 1 | 08/27/2009 | A | 600,000 | 09/01/2009(1) | 11/10/2010 | Common Stock | 600,000 | $ 0 | 600,000 | D | ||||
Convertible Promissory Note (2) | $ 1 | 08/27/2009 | A | 3,000,000 | 10/06/2008 | 11/01/2010(2) | Common Stock | 3,000,000 | $ 0 | 3,000,000 | I | By Water Science, LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ullrich Peter 1800 NW 89TH PLACE MIAMI, FL 33172 |
X | X |
/s/ Peter F. Ullrich | 08/31/2009 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On August 27, 2009, the Reporting Person and EAU Technologies, Inc. (the "Company") entered into that certain $600,000 Loan Agreement (the "Loan Agreement"). The Loan Agreement requires, among other things, that the Reporting Person lend the Company the sum of $600,000 which amount shall be funded by the Reporting Person in three equal installments of $200,000 on each of September 15, 2009, October 15, 2009 and November 15, 2009. Pursuant to the Loan Agreement, all outstanding amounts of principal and interest due under the Loan Agreement are convertible, at the option of the Reporting Person, into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a conversion price of $1.00 per share, subject to adjustment. |
(2) | That certain Second Amended and Restated Senior Secured Convertible Promissory Note dated October 6, 2008 (the "Convertible Promissory Note"), issued by the Company for the benefit of Water Science, LLC, was amended by the Second Amendment to the Convertible Promissory Note dated August 27, 2009 (the "Second Amendment"), by extending the maturity date of the Convertible Promissory Note from September 16, 2009 until November 1, 2010. The Second Amendment extends the maturity date of the Convertible Promissory Note as previously extended by the First Amendment to the Convertible Promissory Note dated March 10, 2009, which originally amended the Convertible Promissory Note by extending its maturity date to September 16, 2009. |