Butler Michael David 5

Accession 0001447396-09-000001

CIK 0000832370other

View on SEC.gov Company Profile

Filed

Aug 13, 8:00 PM ET

Accepted

Aug 14, 1:47 PM ET

Size

18.9 KB

Accession

0001447396-09-000001

Insider Transaction Report

Form 5

Period: 2009-06-30

FLINT TELECOM GROUP INC.FLTT

Butler Michael David

Director10% Owner

Transactions

Other
common stock
2008-12-16+2,597,000→ 16,015,982 total
Other
common stock
2009-05-13+3,260,000→ 16,015,982 total
Conversion
common stock
2009-06-30+886,742→ 16,015,982 total(indirect: By Flint Telecom, Ltd.)
Conversion
common stock
2009-06-30+89,240→ 16,015,982 total(indirect: By Spouse)
Other
Convertible Promissory Note
2009-05-13+5,512,727→ 11,559,863 total
Exercise: $0.28From: 2009-05-13Exp: 2011-01-31→ common stock (5,512,727 underlying)
Other
Convertible Promissory Note
2009-06-30+2,181,818→ 11,559,863 total
Exercise: $0.28From: 2009-06-30Exp: 2010-12-31→ common stock (2,181,818 underlying)
Other
warrant
2009-06-30+2,181,818→ 11,559,863 total
Exercise: $0.35From: 2009-12-31Exp: 2014-06-30→ common stock (2,181,818 underlying)

Footnotes (7)

[F1]This number of shares represents Mr. Butler's proportionate interest in the 9,348,000 shares of restricted common stock that was acquired by Flint Telecom, Inc. as part of the asset acquisition of Flint Telecom, Inc.'s assets by the Issuer on October 1, 2008; Flint Telecom, Inc. subsequently distributed its shares to its shareholders, Mr. Butler being one of them, on December 16, 2008 as a result of its merger with and into Flint Telecom Group, Inc. (the Issuer).
[F2]These shares vest quarterly over a period of three years beginning on January 1, 2011 so that 100% shall be vested on January 1, 2014.
[F3]This number of shares represents Mr. Butler's proportionate interest in the 2,303,227 shares of restricted common stock acquired by Flint Telecom, Ltd. through the conversion of certain convertible promissory notes at $0.275 per share.
[F4]This number of shares represents the number of shares of common stock acquired directly by Maire Butler, Mr. Butler's wife, through the conversion of Maire Butler's convertible promissory note at $0.275 per share.
[F5]The conversion price of this Note was originally $0.40 per share, but a most favored nations clause in the Note was triggered on June 30, 2009 and resulted in the decrease in the conversion price to $0.275 per share, which resulted in an increase in the amount of underlying securities potentially issuable.
[F6]On May 13, 2009 the Company entered into an agreement with Mr. Butler to cancel his five existing promissory notes, and in exchange, the Company issued a new convertible promissory note in the amount of $1,516,000 and originally convertible at $0.40 per share, and issued 3,260,000 shares of restricted common stock, vesting over a period of three years.
[F7]On June 30, 2009 the Company entered into an Agreement to amend a promissory note issued to Mr. Butler on May 13, 2009 with a total current outstanding balance of $750,000 so that $600,000 of the Note is convertible at $0.275 per share and the Company issued warrants to purchase up to 2,181,818 shares of common stock exercisable at $0.35 per share.

Documents

1 file

5
primary_doc.xmlPrimary
PRIMARY DOCUMENT

Issuer

FLINT TELECOM GROUP INC.

CIK 0000832370

→

Entity typeother

Related Parties

filerCIK 0001447396

Filing Metadata

Form type: 5
Filed: Aug 13, 8:00 PM ET
Accepted: Aug 14, 1:47 PM ET
Size: 18.9 KB

View on SEC.gov