Statement of Changes in Beneficial Ownership (4)
21 May 2014 - 7:51AM
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
*
Sabnani Sanjay
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2. Issuer Name
and
Ticker or Trading Symbol
CrowdGather, Inc.
[
CRWG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO, President, Secretary
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(Last)
(First)
(Middle)
20300 VENTURA BLVD, SUITE 330
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2014
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(Street)
WOODLAND HILLS, CA 91364
(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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5/19/2014
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J
(1)
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34998
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A
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$0
(1)
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34998
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D
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Common Stock
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321945
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I
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Owned by Sabnani IRA, owned by Reporting Person
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Common Stock
(2)
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250000
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D
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Common Stock
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16210550
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I
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Owned by Typhoon Capital Consultants, LLC, owned by reporting person.
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Common Stock
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900000
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I
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Owned by Sabnani Children Income Trust; reporting person's spouse is trustee.
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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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Stock Option (Right to Buy)
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$1.49
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12/20/2008
(3)
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6/20/2018
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Common Stock
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400000
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400000
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D
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Stock Option (Right to Buy)
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$1.16
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9/21/2011
(3)
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3/21/2021
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Common Stock
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200000
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600000
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D
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Stock Option (Right to Buy)
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$0.044
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11/30/2013
(3)
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5/31/2023
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Common Stock
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500000
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1100000
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D
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Explanation of Responses:
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(
1)
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Acquired pursuant to the closing of the Issuer's Agreement and Plan of Merger with Plaor, Inc. and Plaor Acquisition Corp. dated May 1, 2014, which is included as exhibit 10.1 to the Issuer's Current Report on Form 8-K which was filed on May 5, 2014
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(
2)
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Restricted stock granted pursuant to 2008 Stock Option and Award Plan. Pursuant to the terms of the Plan, the shares will vest in equal amount of 25% of the total amount per year beginning on October 2, 2014.
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(
3)
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Reporting person's right to receive Stock Options vest over a four year period, with the first one-eighth of the total Stock Options vesting on the six month anniversary of the grant date, one-sixteenth of the total Stock Options vesting every 90 days after that six month anniversary date (the date indicated above as the exercise date).
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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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Sabnani Sanjay
20300 VENTURA BLVD, SUITE 330
WOODLAND HILLS, CA 91364
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X
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X
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CEO, President, Secretary
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Signatures
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/s/ Sanjay Sabnani
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5/20/2014
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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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