Statement of Changes in Beneficial Ownership (4)
18 May 2019 - 6:08AM
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
*
van Vlissingen FH Fentener Drs.
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2. Issuer Name
and
Ticker or Trading Symbol
Coda Octopus Group, Inc.
[
CODA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ALBERT HAHNPLANTSOEN 23
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2018
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(Street)
AMSTERDAM, P7 1077BM
(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
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2/12/2018
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P
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2777
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A
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$4.61
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1030903
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I
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Through Forest Manor N.V.
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Common Stock
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2/13/2018
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P
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45600
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A
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$4.65
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1076503
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I
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Through Forest Manor N.V.
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Common Stock
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3/26/2018
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P
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7324
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A
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$3.35
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1083827
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I
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Through Forest Manor N.V.
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Common Stock
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3/27/2018
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P
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167180
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A
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$3.35
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1251007
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I
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Through Forest Manor N.V.
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Common Stock
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11/8/2018
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P
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23965
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A
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$4.40
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1274972
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I
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See Footnote
(1)
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Common Stock
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3/21/2019
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S
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17162
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D
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$11.35
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1257810
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I
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Through Sandy Hills BV
(2)
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Common Stock
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3/21/2019
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S
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5197
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D
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$11.45
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1252613
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I
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Through Sandy Hills BV
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Common Stock
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3/22/2019
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S
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3244
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D
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$11.00
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1249369
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I
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Through Sandy Hills BV
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Common Stock
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3/25/2019
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S
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2002
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D
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$11.00
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1247367
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I
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Through Sandy Hills BV
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Common Stock
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3/26/2019
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S
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8534
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D
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$10.80
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1238833
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I
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Through Sandy Hills BV
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Common Stock
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3/26/2019
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S
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2229
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D
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$10.75
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1236604
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I
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Through Sandy Hills BV
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Common Stock
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3/27/2019
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S
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1902
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D
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$10.51
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1234702
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I
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Through Sandy Hills BV
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Common Stock
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3/28/2019
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S
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5200
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D
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$10.11
(3)
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1229502
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I
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Through Sandy Hills BV
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Common Stock
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4/1/2019
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S
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17830
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D
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$10.09
(4)
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1211672
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I
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Through Sandy Hills BV
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Common Stock
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4/2/2019
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S
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20770
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D
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$10.19
(5)
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1190902
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I
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Through Sandy Hills BV
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Common Stock
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4/3/2019
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S
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890
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D
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$10.30
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1190012
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I
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Through Sandy Hills BV
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Of the 1,274,972 shares owned by the reporting person, 23,965 are held indirectly through Sandy Hills BV and 1,251,007 are held indirectly through Forest Manor N.V.
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(2)
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On December 12, 2018, the shares held by Forest Manor N.V. were transferred to Sandy Hills BV in a transaction exempt under Rule 16a-13.
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(3)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.01 to $10.20, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Footnote (3).
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(4)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.01 to $10.30, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Footnote (4).
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(5)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.15 to $10.40, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Footnote (5).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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van Vlissingen FH Fentener Drs.
ALBERT HAHNPLANTSOEN 23
AMSTERDAM, P7 1077BM
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X
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Signatures
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/s/ Drs FH Fentener van Vlissingen
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5/17/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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