Statement of Changes in Beneficial Ownership (4)
January 03 2023 - 6:31AM
Edgar (US Regulatory)
FORM 4
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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
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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
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Fogassa Marc |
2. Issuer Name and Ticker or Trading Symbol
Atlas Lithium Corp
[
ATLXD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
433 NORTH CAMDEN DRIVE,, SUITE 810 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2023 |
(Street)
BEVERLY HILLS, CA 90210
(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 | | | | | | | | 218576 | D | |
Common Stock | | | | | | | | 105608 | I | See Footnote (1) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 Convertible Preferred Stock | (2) | | | | | | | (2) | (3) | Common Stock | 1 | | 1 | D | |
Series D Convertible Preferred Stock | (4) | | | | | | | (4) | (3) | Common Stock | 2853414 | | 214006 | D | |
Common Stock Options (5) | (6) | | | | | | | (6) | 2/19/2024 | Common Stock | 151141 | | 151141 | D | |
Series D Convertible Preferred Stock Options (7) | $0.1 | 1/1/2023 | | A | | 2500 | | 1/1/2023 | 12/31/2032 | Series D Convertible Preferred Stock | 2500 | (8) | 62500 (9)(10) | D | |
Explanation of Responses: |
(1) | Indirect ownership through three separate entities controlled by the reporting person. |
(2) | One share of Series A Convertible Preferred Stock was designated and issued for $1.00 to the reporting person in connection with a series of transactions effected on December 18, 2012. On this date, the reporting person was elected as director and Chief Executive Officer of the Issuer. Each share of Series A Convertible Preferred Stock is convertible into one (1) share of Common Stock, exercisable at any time upon ten days prior written notice. |
(3) | No expiration date. |
(4) | Each share of Series D Convertible Preferred Stock is immediately convertible into 13 and 1/3 shares of Common Stock of the Issuer. The shares of Series D Convertible Preferred Stock were issued on September 15, 2021 in connection with the satisfaction and cancellation of convertible notes issued to the reporting person. |
(5) | Right to buy Common Stock of the Issuer. |
(6) | The Common Stock Options were issued on April 7, 2019 and June 30, 2019 in connection with the conversion of a convertible note issued to the reporting person and are immediately exercisable at an exercise price of $0.0075. |
(7) | Right to buy Series D Convertible Preferred Stock of the Issuer. |
(8) | The reporting person does not receive regular cash compensation from the Issuer and contractually earns options which can converted in up to 2,500 shares of Series D Convertible Preferred Stock at an exercise price of $0.10 per share. Such options are issuable monthly and are vested upon issuance. |
(9) | The Series D Convertible Preferred Stock Options can be exercised at any time. |
(10) | Various expiration dates ranging from December 31, 2030 through December 31, 2032. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fogassa Marc 433 NORTH CAMDEN DRIVE, SUITE 810 BEVERLY HILLS, CA 90210 | X | X | Chief Executive Officer |
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Signatures
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/s/ Marc Fogassa | | 1/3/2023 |
**Signature of Reporting Person | Date |
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 control number. |
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