There is a 9.9% ownership restriction preventing 3 current VC's from converting any debit notes, until they sell what they already own. As I read this, they are basically maxed out at present.
10k Mar 2014
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of March 26, 2014, the name and shareholdings of each person who owns of record, or was known by us to own beneficially*, 5% or more of the 727,730,261 shares of the common stock currently issued and outstanding as of March 26, 2014; the name and shareholdings, of each director; and the shareholdings of all executive officers and directors as a group.
NAME OF PERSON OR GROUP NUMBER OF SHARES OWNED * PERCENTAGE OF OWNERSHIP
Mitchell Geisler (1) 142,868 - ±
Robert Landau (1)(2) 25,293,699 - 3.5%
Asher Enterprises, Inc. (3) 75,166,144 - 9.9%
Magna Group, LLC (4) 75,166,144 - 9.9%
Iconic Holdings, LLC (5) 75,166,144 - 9.9%
All executive officers and directors as a group (two persons)
25,436,567 - 3.5%
______________
* Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock issuable upon the exercise of options or warrants currently exercisable or convertible within 60 days, are deemed outstanding (the OS) for computing the percentage ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage ownership of any other person.
± Represents less than 1%
______________
(1) The person’s business address is c/o Pacific Gold Corp., 157 Adelaide Street West, Suite 600, Toronto, Ontario, M5H 4E7.
(2) Includes 62,085 shares of common stock owned by Jabi Inc., 25,000,000 shares issuable upon the conversion of convertible preferred shares held by Jabi Inc. and 28,712 shares issuable upon the conversion of convertible notes held by Jabi Inc. Mr. Landau is the sole shareholder and director of Jabi Inc. and exercises voting and dispositive power over the shares of common stock beneficially owned by Jabi Inc.
(3) Holds notes convertible into 179,497,667 of common shares, subject to a holding limit of 9.9%.
(4) Holds notes convertible into 272,568,182 of common shares, subject to a holding limit of 9.9%.
(5) Holds notes convertible into 82,008,545 of common shares, subject to a holding limit of 9.9%.
