10/02/2025 | Press release | Distributed by Public on 10/02/2025 16:39
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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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 | ||||||||
Series A Convertible Preferred Stock | (2) | 09/29/2025 | A | 422,835(1) | 09/29/2025 | (1) | Common Stock | 1,080,248(3) | (4) | 422,835 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cialone Anthony M. C/O SAFE AND GREEN DEVELOPMENT, CORP., 100 BISCAYNE BLVD., SUITE 1201 MIAMI, FL 33132 |
X | X |
/s/ Nicolai Brune, Attorney-in-Fact | 10/02/2025 | |
**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) | At the Issuer's Annual Meeting of Stockholders held on September 29, 2025, the Issuer's stockholders approved the issuance of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), upon the conversion of the Issuer's Series A Convertible Preferred Stock pursuant to the terms set forth in the Certificate of Designation of the Preferences, Rights and Limitations of Series A Convertible Preferred Stock ("Series A Preferred"). Stockholder approval of the conversion feature of the shares of Series A Preferred held by the Reporting Person is being reported herein as a disposition of a non-derivative security to the Issuer and an acquisition of a derivative security from the Issuer. There is no expiration date related to the conversion of the shares of Series A Preferred into shares of Common Stock. |
(2) | Each share of Series A Preferred is convertible into six shares of the Issuer's Common Stock, subject to compliance with Nasdaq rules. |
(3) | To maintain the Reporting Person's interest below 19.99% in accordance with Nasdaq rules, as of the date hereof, the shares of Series A Preferred held by the Reporting Person are convertible into 1,080,248 shares of the Issuer's Common Stock (notwithstanding that 422,835 shares of Series A Preferred would otherwise be convertible, at a conversion ratio of six shares of the Issuer's Common Stock for each share of Series A Preferred, into 2,537,010 shares of the Issuer's common stock). |
(4) | The Reporting Person received the shares of Series A Preferred from the Issuer as partial consideration for the Reporting Person's membership interest in Resource Group US Holdings LLC ("Resource Group") in connection with the Issuer's acquisition of Resource Group pursuant to the Membership Interests Purchase Agreement, dated as of February 25, 2025, as amended June 2, 2025. |