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Sec Form 4 Filing - Kwok Fong Wong @ BIO KEY INTERNATIONAL INC - 2018-05-31

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
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 *
Kwok Fong Wong
2. Issuer Name and Ticker or Trading Symbol
BIO KEY INTERNATIONAL INC [ BKYI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Managing Director, BIO-key HK
(Last)
(First)
(Middle)
C/O BIO-KEY INTERNATIONAL, INC., 3349 HIGHWAY 138, BUILDING A, SUITE E
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2018
(Street)
WALL, NJ07719
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 05/31/2018 C 653,000 A $ 3.6 ( 1 ) 4,383,635 D
Common Stock 05/31/2018 P 7,073 ( 2 ) A $ 3.6 4,390,708 D
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 A-1 Convertible Preferred $ 3.6 ( 3 ) 05/31/2018 C 23,508 ( 3 ) ( 3 ) Common Stock 653,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kwok Fong Wong
C/O BIO-KEY INTERNATIONAL, INC.
3349 HIGHWAY 138, BUILDING A, SUITE E
WALL, NJ07719
X X Managing Director, BIO-key HK
Signatures
/s/ Kwok Fong Wong 06/04/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person converted 23,508 shares of Series A-1 Convertible Preferred Stock on May 31, 2018 at a conversion price of $3.60 per share, resulting in his acquisition of 653,000 shares of common stock.
( 2 )Acquired upon conversion of a dividend payable in the amount of $25,463 with respect to the shares of Series A-1 Convertible Preferred Stock owned by the reporting person.
( 3 )The Series A-1 Convertible Preferred Stock was convertible at any time at the option of the holder, subject to a blocker provision which prohibited conversion if such conversion would result in the holder beneficially owning in excess of 9.99% of the issuer's common stock. By providing 61 days written notice to the issuer, the holder may increase such percentage. The reporting person provided such notice on August 7, 2017 and increased the maximum percentage to 35%.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.