If they are going to issue options to BUY shares at whatever prices to the directors of the company for compensation those shares have to be available as part of the compensation package imo and separate from another class of shares. There are also some convertible notes that I remember but I don't think it was a large amount. You can find that in the last 10q. These are not shares for sale on the open market like you would see in an S-3 registration.
Shares of our common stock issuable upon the exercise of options or conversion of convertible notes that are presently exercisable or convertible within 60 days of January 3, 2017 are deemed to be outstanding and beneficially owned by the person holding the options or convertible notes for the purpose of computing the percentage of ownership of that person, but are not treated as outstanding for the purpose of computing the percentage of any other person.
Beneficial ownership of our common stock
Name and Address of Beneficial Owner Number of
Shares Percent
Phillip Frost, M.D. and related entities (1)
4400 Biscayne Blvd., Suite 1500
Miami, FL 33137 54,088,662 33.5 %
Vector Group Ltd. (2)
4400 Biscayne Blvd., 10 th Floor
Miami, FL 33137 12,893,382 8.0 %
Mark Andrews (3) 5,917,978 3.7 %
John Beaudette (4) 173,746 *
Henry C. Beinstein (5) 300,000 *
John S. Glover (6) 1,702,927 1.0 %
Dr. Richard M. Krasno (7) 75,000 *
Richard J. Lampen (8) 5,713,026 3.5 %
Alejandra Peña (9) 148,750 *
Steven D. Rubin (10) 201,000 *
Alfred J. Small (11) 613,716 *
T. Kelley Spillane (12) 675,846 *
Mark Zeitchick (13) 150,000 *
All directors and executive officers as a group (12 persons) (14) 69,760,651 41.4 %
* Less than 1 percent.
(1) Includes 40,000 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017. Also includes 9,370,790 shares of common stock held by Frost Nevada Investments Trust. Frost-Nevada Limited Partnership is the sole and exclusive beneficiary of Frost Nevada Investments Trust. Dr. Frost is one of five limited partners of Frost-Nevada Limited Partnership and the sole shareholder of Frost-Nevada Corporation, which is the sole general partner of Frost-Nevada Limited Partnership. Dr. Frost disclaims beneficial ownership of the shares held by Frost Nevada Investments Trust, except to the extent of his pecuniary interest. Also includes (i) 43,342,540 shares of common stock held by Frost Gamma Investments Trust, of which Dr. Frost is the trustee and (ii) 555,556 shares of common stock issuable upon conversion of $500,000 aggregate principal amount of convertible notes held by Frost Gamma Investments Trust. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. Dr. Frost disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
(2) This information has been derived from a Schedule 13D, as amended, filed with the SEC on March 14, 2014. Includes 222,223 shares of common stock issuable upon conversion of $200,000 aggregate principal amount of convertible notes. Excludes (i) 5,713,026 shares of common stock beneficially owned by Richard J. Lampen, the executive vice president of Vector Group Ltd., and a director and the president and chief executive officer of our company, and (ii) 300,000 shares of common stock beneficially owned by Henry C. Beinstein, a director of our company, who is also a director of Vector Group.
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(3) Includes 1,183,079 shares of common stock held by Knappogue Corp. Knappogue Corp. is controlled by Mr. Andrews and his family. Mr. Andrews disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest. Includes 55,556 shares of common stock issuable upon conversion of $50,000 aggregate principal amount of convertible notes. Also includes 1,100,000 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017 and 2,867,659 shares of common stock held jointly by Mr. Andrews and his wife.
(4) Includes 9,246 shares of common stock held by BPW Holdings LLC, an entity of which Mr. Beaudette is a principal interest holder. Mr. Beaudette disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest. Also includes 139,500 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017.
(5) Includes 100,000 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017. Excludes shares of common stock beneficially owned by Vector Group Ltd., of which Mr. Beinstein serves as a director.
(6) Includes 1,225,400 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017.
(7) Includes 25,000 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017.
(8) Includes 2,850,000 shares of common stock issuable upon exercise of options held by Mr. Lampen exercisable within 60 days of January 3, 2017. Also includes (i) 960,000 shares of common stock and (ii) 55,556 shares of common stock issuable upon conversion of $50,000 aggregate principal amount of convertible notes, each held by Mr. Lampen’s wife. Excludes shares of common stock beneficially owned by Vector Group Ltd., of which Mr. Lampen serves as an executive officer.
(9) Includes 148,750 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017.
(10) Includes 200,000 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017.
(11) Includes 381,250 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017.
(12) Includes 432,283 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017.
(13) Includes 70,000 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017.
(14) Includes (i) 6,712,183 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017 and (ii) 666,668 shares of common stock issuable upon conversion of $600,000 aggregate principal amount of convertible notes.
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