Statement of Changes in Beneficial Ownership (4)
10 August 2022 - 08:44AM
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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Lee
Aerospace, Inc. |
2. Issuer Name and Ticker or Trading
Symbol Alfi, Inc. [ ALF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O ALFI, INC., 429 LENOX AVENUE |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/5/2022
|
(Street)
MIAMI BEACH, FL 33139
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
Warrant (right to buy) (1) |
$1.51 |
8/5/2022 |
|
A |
|
375000 |
|
11/5/2022 |
8/5/2025 |
Common Stock |
375000 |
$0 |
375000 |
D (2) |
|
Convertible Note (1) |
$1.635 |
8/5/2022 |
|
A |
|
$500000 |
|
11/5/2022 |
4/12/2023 |
Common Stock |
305811 (3) |
$500000 |
$500000 |
D (2) |
|
Explanation of
Responses: |
(1) |
The Warrant and Convertible
Note were issued to Lee Aerospace, Inc. pursuant to, and in
connection with, Amendment No. 2 to Credit and Security Agreement
between Alfi, Inc. (as borrower) and Lee Aerospace, Inc. (as
lender), dated August 5, 2022. |
(2) |
The Warrant and Convertible
Note were issued to, and are held directly by, Lee Aerospace, Inc.
James Lee, a director of Alfi, Inc., may be deemed to beneficially
own securities held by Lee Aerospace, Inc. by virtue of his control
over Lee Aerospace, Inc. Mr. Lee disclaims beneficial ownership of
the Alfi, Inc. securities held by Lee Aerospace, Inc. other than to
the extent of his pecuniary interest in such
securities. |
(3) |
Reflects the number of
shares of the Issuer's common stock issuable upon conversion of the
$500,000 principal amount of the Convertible Note. Interest on the
unpaid principal amount of the Convertible Note accrues at an
annual rate of 6% through October 12, 2022 and an annual rate of 9%
thereafter, except that in event of default additional penalty
interest at an annual rate of 3% will accrue on borrowings through
October 12, 2022. Unpaid interest accrued on the Convertible Note
is also convertible into shares of the Issuer's common
stock. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Lee Aerospace, Inc.
C/O ALFI, INC.
429 LENOX AVENUE
MIAMI BEACH, FL 33139 |
|
X |
|
|
Signatures
|
/s/ James Lee, President of Lee Aerospace,
Inc. |
|
8/9/2022 |
**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 control number. |
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