Sec Form 3 Filing - MEMBRADO MICHAEL M @ FINDEX COM INC - 2019-06-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
MEMBRADO MICHAEL M
2. Issuer Name and Ticker or Trading Symbol
FINDEX COM INC [ FIND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
165 OLD POST ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/12/2019
(Street)
BEDFORD CORNERS, NY10549
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3,907,500 D
Common Stock 57,458,333 I Through Sweet Swing Holdings, LLC. ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series RX-1 Convertible Preferred Stock ( 2 ) ( 3 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Common Stock ( 2 ) ( 3 ) ( 7 ) ( 8 ) 3,387,300 ( 2 ) ( 3 ) ( 7 ) ( 8 ) D
Series RX-3 Preferred Stock Purchase Warrant ( 4 ) ( 5 ) ( 6 ) ( 4 ) ( 5 ) ( 6 ) ( 4 )( 5 )( 6 ) 12/31/2029( 4 )( 5 )( 6 ) Common Stock ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) 187,673,000 ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MEMBRADO MICHAEL M
165 OLD POST ROAD
BEDFORD CORNERS, NY10549
X
Signatures
Michael M. Membrado 06/25/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This entity, a New York limited liability company, is owned 100% by the Reporting Person.
( 2 )As part of the transactions described in Item 1.01 of the Issuer's Current Report on Form 8-K filed on June 12, 2019 (inclusive of the corresponding exhibits thereto, the "6-12 -19 Form 8-K" ) under the sub-heading "The Series RX-1 Preferred Stock Transactions," the Reporting Person received a total of 33,873 shares of Series RX-1 preferred stock (the "RX-1 Preferred Shares") in exchange for cash-based investment debt owed to the Reporting Person by the Issuer in the amount of $37,251. In the aggregate, the RX-1 Preferred Shares are convertible into 3,387,300 shares of Issuer common stock.
( 3 )As a percentage of the number of shares of Issuer common stock issued and outstanding as of the date hereof, the total number of shares of Issuer common stock that would be held by the Reporting Person assuming that the RX-1 Preferred Shares were converted in full, and all of the shares of Issuer common stock issuable thereupon were so issued (without giving effect to any other outstanding Issuer warrants or convertible preferred shares, including those involving any other shares of Series RX-1 preferred stock) would be 8.92%.
( 4 )As part of the transactions described in Item 1.01 of the Issuer's Current Report on Form 8-K filed on June 12, 2019 (inclusive of the corresponding exhibits thereto, the "6-12 -19 Form 8-K" ) under the sub-heading "The Series RX-3 Preferred Stock Warrant Transactions," the Reporting Person received two warrants to purchase a combined total of 187,673 shares of Issuer Series RX-3 preferred stock in exchange for debt owed to the Reporting Person by the Issuer for services rendered in the amount of $552,156 (the "RX-3 Warrants"). The RX-3 Warrants are not presently exercisable (or exercisable within 60 days) and are only exercisable in accordance with the express conditions and limitations set forth therein and disclosed more fully in the 6-12-19 Form 8-K, including their vesting pursuant to the Issuer's achievement of stated performance milestones, and, even then, only upon payment of the stated exercise prices. (Cont'd in Footnote 5)
( 5 )In the aggregate, the RX-3 Warrants are exercisable (i) in the event that the Series RX-3 preferred stock is not automatically converted into shares of Issuer common stock prior to exercise, for the 187,673 shares of Series RX-3 preferred stock, which shall, in turn, be convertible in accordance with its terms into 187,673,000 shares of Issuer common stock, or (ii) in the event that the Series RX-3 preferred stock is automatically converted to shares of Issuer common stock prior to exercise, for 187,673,000 shares of Issuer common stock (directly).
( 6 )As a percentage of the number of shares of Issuer common stock issued and outstanding as of the date hereof, the total number of shares of Issuer common stock that would be held by the Reporting Person assuming that (i) the RX-3 Warrants were exercised in full, and (ii) all of the shares of Issuer common stock issuable upon conversion of the shares of Series RX-3 preferred stock issuable pursuant to such RX-3 Warrants were so issued (without giving effect to any other outstanding Issuer warrants or convertible preferred shares, including those involving Series RX-3 preferred stock) would be 27.35%.
( 7 )As a percentage of the number of shares of Issuer common stock issued and outstanding as of the date hereof, the total number of shares of Issuer common stock that would be held by the Reporting Person assuming that (i) the RX-1 Preferred Shares were converted in full, (ii) all of the shares of Issuer common stock issuable upon conversion of the RX-1 Preferred Shares were so issued, (iii) the RX-3 Warrants were exercised in full, and (iv) all of the shares of Issuer common stock issuable upon conversion of the shares of Series RX-3 preferred stock issuable pursuant to such RX-3 Warrants were so issued (without giving effect to any other outstanding Issuer warrants or convertible preferred shares, including those involving Series RX-1 preferred stock and Series RX-3 preferred stock) would be 27.62%.
( 8 )As a percentage of the number of shares of Issuer common stock issued and outstanding, the total number of shares of Issuer common stock that would be held by the Reporting Person assuming that (i) the RX-1 Preferred Shares were converted in full, (ii) all of the shares of Issuer common stock issuable upon conversion of the RX-1 Preferred Shares were so issued, (iii) the RX-3 Warrants were exercised in full, and (iv) all of the shares of Issuer common stock issuable upon conversion of the shares of Series RX-3 preferred stock issuable pursuant to such RX-3 Warrants were so issued, and (v) assuming exercise of all other outstanding Issuer warrants and convertible securities (whether or not presently exercisable or exercisable within 60 days) would be 17.48%.

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