Statement of Changes in Beneficial Ownership (4)
2015年5月15日 - 8:00AM
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
*
GIORDANO JAMES RICHARD
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2. Issuer Name
and
Ticker or Trading Symbol
HARRISON VICKERS & WATERMAN INC
[
HVCW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Previous Director and Officer
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(Last)
(First)
(Middle)
4224 WHITE PLAINS ROAD, 3RD FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/21/2015
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(Street)
BRONX, NY 10466
(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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4/21/2015
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S
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87990000
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D
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(1)
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9867
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I
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See footnote
(2)
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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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Series A Preferred Stock
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(3)
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4/21/2015
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S
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32300
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(3)
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(3)
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Common Stock
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(4)
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(5)
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0
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D
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Explanation of Responses:
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(
1)
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HVW Holdings LLC sold 87,990,000 shares of common stock to Attitude Drinks Incorporated for $65,000 in a private transaction.
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(
2)
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These shares were owned directly by HVW Holdings LLC. The Highgrove 44 Trust and the Rothman, Reed & Rothchild Trust are members of HVW Holdings LLC. James Giordano is the managing member of HVW Holdings LLC and has the power to vote and dispose of the securities owned by HVW Holdings LLC. Mr. Giordano disclaims beneficial ownership of the shares held by HVW Holdings LLC except to the extent of any pecuniary interest that he may have in HVW Holdings LLC.
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(
3)
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The Series A Preferred Stock is convertible at any time at the holder's election, and has no expiration date.
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(
4)
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Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock.
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(
5)
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The shares of Series A Preferred Stock were transferred by HVW Holdings LLC to a purchaser in consideration of the sale of Attitude Beer Holding Co. to Harrison Vickers and Waterman Inc.
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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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GIORDANO JAMES RICHARD
4224 WHITE PLAINS ROAD
3RD FLOOR
BRONX, NY 10466
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Previous Director and Officer
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Signatures
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/s/ James Giordano
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5/14/2015
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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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