34% of the O/S held by Insiders
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Ownership of Management
The following table sets forth certain information as of April 11, 2014 as to each class of our equity securities beneficially owned by (i) each of our directors and named executive officers and (ii) our directors and executive officers as a group. Except as otherwise indicated, we have been advised that each of the persons listed below has sole voting and investment power over their listed shares.
40
--------------------------------------------------------------------------------
Title of Class
Name of Beneficial Owner (1) Amount and Nature Of Beneficial
Ownership (2)
Percent of
Class (2)
Common Stock Robert W. Chance(3) 42,124,872 5.60%
Common Stock Jeremy Briggs(4) 39,513,654 5.25%
Common Stock Sean Sego 42,900,000 5.70%
Common Stock Tom Sego 2,600,000 >1%
Common Stock Kevin Brown 5,150,000 >1%
Common Stock James Gunn 5,010,000 >1%
Common Stock Jason Jensen(5) 59,000,000 7.85%
Common Stock David Gurr(5) 59,000,000 7.85%
Common Stock All Executive Officers and 255,298,526 33.95%
Directors as a Group (8 persons)
(1) Each person named is an executive officer or a director. Except as otherwise indicated, the address of each beneficial owner is c/o National Automation Services, Inc., P.O. Box 400775 Las Vegas, NV 89140.
(2) Applicable percentage ownership is based on 751,987,293 shares of our common stock outstanding as of April 11, 2014, as provided by our Transfer Agent, which systematically makes the calculations to three decimal points, and we rounded up or down. 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.
(3) Individual formerly was a principal shareholder of ISS, and in connection with our October 2, 2007 reverse merger he executed a lockup agreement in which he agreed not to sell any of the 7,333,333 shares he received in that transaction for two years, other than in a private sales transaction approved in advance by Ronald Williams (the President of T-Beck Capital, Inc., who died in March 2009) or Joseph Pardo, each of whom we deemed to have been a “promoter” following such reverse merger. See Item 13 below, “Certain Relationships and Related Transactions, and Director Independence – Promoters and Control Persons.”
(4) Includes 26,154 shares held by immediate family members.
(5) Individuals were issued shares of restricted common stock as a part of the Purchase and Sale Agreement with JD Field Services dated February 24, 2014, the amount of 59,000,000 shares each. See Item 13 below, “Certain Relationships and Related Transactions, and Director Independence – Promoters and Control Persons.”
Securities Authorized for Issuance under Equity Compensation Plans
We have no equity compensation plans.
Changes in Control
There are no arrangements, including any pledge by any person of our securities, known to us the operation of which may at a subsequent date result in a change in control of our company.