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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 10% Secured Convertible Promissory Note Due 2015 | $ 14 | 12/18/2013 | A | $ 212 (2) | 04/09/2013 | 07/31/2015 | Common Stock | 15 | (1) | $ 26,411 | D | ||||
| 10% Secured Convertible Promissory Note Due 2015 | $ 14 | 12/18/2013 | A | $ 212 (2) | 01/18/2012 | 07/31/2015 | Common Stock | 15 | (1) | $ 26,870 | D | ||||
| Common Stock Warrant, right to buy | $ 16 | 12/18/2013 | A | 30 (2) | 06/19/2013 | 05/31/2018 | Common Stock | 30 | (1) | 3,806 | D | ||||
| 10% Secured Convertible Promissory Note Due 2015 | $ 14 | 12/18/2013 | J | $ 26,411 | 04/09/2013 | 07/31/2015 | Common Stock | 1,887 | (3) | 0 | D | ||||
| 10% Secured Convertible Promissory Note Due 2015 | $ 14 | 12/18/2013 | J | $ 26,870 | 01/18/2012 | 07/31/2015 | Common Stock | 1,919 | (3) | 0 | D | ||||
| Common Stock Warrant, right to buy | $ 16 | 12/18/2013 | J | 3,806 | 06/19/2013 | 05/31/2018 | Common Stock | 3,806 | (3) | 0 | D | ||||
| Right to Common Stock | (3) | 12/18/2013 | J | 12,777 | (3) | (3) | Common Stock | 12,777 | (3) | 12,777 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SHORT W. JOHN 6720 N SCOTTSDALE SUITE 390 SCOTTSDALE, AZ 85253 |
X | CEO | ||
| J. Dale Belt, by power of attorney | 12/18/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Under the terms of the note and warrant purchase agreement dated January 17, 2013, and as amended, effective May 9, 2013, Mr. Short elected to receive additional convertible promissory notes and associated warrants in lieu of cash interest payments on existing notes and related warrants (Payment in Kind). Under the agreement, each holder that elects the Payment in Kind option receives all interest through June 30, 2014, through the issuance of such notes and warrants. |
| (2) | Under the agreement, the shares underlying Mr. Short's warrant to purchase common stock and the principal amount of Mr. Short' s notes were increased pursuant to his Payment in Kind election for interest accruing from July 1, 2013 to October 31, 2013. |
| (3) | Effective as of November 13, 2013, Mr. Short agreed to exchange a warrant to purchase 3,806 shares of common stock for 12,777 shares of our common stock (the Shares). Additionally, Mr. Short agreed to amend his subordinated convertible notes to reduce the interest rate under the notes to five percent (5%) from ten percent (10%) and to remove the conversion feature and anti-dilutive protections under the note. The Shares are not issuable until RiceBran Technologies shareholders approve an increase in the authorized number of shares. If the shareholders do not approve to increase the authorized number of shares of common stock by July 1, 2014, the interest rate on the notes will increase to ten percent (10%). The warrant exchange and amendment to the notes were contingent upon our raising of at least $7.0 million, which occurred December 18, 2013. |