Thursday, May 02, 2013 3:13:46 PM
Corrado was issued 2,750,000 RESTRICTED shares that have been reported via Form 4 as follows:
1. On December 21, 2011, Comstock Mining Inc. (the "Company") granted 2,750,000 shares of restricted stock to the reporting person subject to vesting in accordance with the Restricted Stock Agreement entered into under the Comstock Mining Inc. 2011 Equity Incentive Plan.
2. Includes 2,750,000 shares of restricted stock, which vest as follows: (i) 20% upon the certification by the compensation committee of the board of directors of the Company of the attainment of both the validation of qualified resources (at least measured and indicated) and reserves (probable and proven) aggregating to at least 1,000,000 ounces of gold equivalent and completion of the first metal pour from the mining operations; (ii) 20% upon the certification by the Committee of the attainment of both the validation of qualified resources (at least measured and indicated) and reserves (probable and proven) aggregating to at least 1,500,000 ounces of gold equivalent and the completion of three months of consecutive mining operations at an annual production rate of 15,000 ounces of gold equivalent;
3. [footnote 2 continued] (iii) 20% upon the certification by the Committee of the attainment of both the validation of qualified resources (at least measured and indicated) and reserves (probable and proven) aggregating to at least 2,000,000 ounces of gold equivalent and the completion of three months of consecutive mining operations at an annual production rate of 17,500 ounces of gold equivalent; and
4. [footnote 3 continued] (iv) the remaining 40% upon the certification by the Committee of the attainment of both the validation of qualified resources (at least measured and indicated) and reserves (probable and proven) aggregating to at least 3,250,000 ounces of gold equivalent and the completion of three months of consecutive mining operations at an annual production rate of 20,000 ounces of gold equivalent. If a change in control of the Company occurs, all unvested restricted stock vests immediately. A portion of the shares may vest following termination of Mr. DeGasperis' employment by the Company if certain conditions are met. Any portion of the restricted stock that does not vest by the fifth anniversary of the date of grant will be forfeited.
On 11/2/2012, an 8K was filed amending the agreement to state: “The Amendment extended the vesting schedule for equity awards contemplated by the Employment Agreement, so that initial vesting for such awards will not occur prior to January 1, 2014, except under limited circumstances such as a termination without cause, upon death or disability, or in connection with a change of control of the Company.”
When the proxy statement was filed in 2012 the following footnote was attached in reference to Corrado’s shares: “(g) Includes 2,750,000 shares of the Company’s restricted common stock issuable upon vesting.”
The latest proxy statement has the following footnote: “ (b) Applicable percentage of ownership is based on 57,236,264 shares of common stock outstanding as of April 17, 2013 together with all applicable options, warrants and other securities convertible into shares of our common stock for such stockholder. Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to shares. Shares of our common stock subject to options, warrants or other convertible securities exercisable within 60 days after April 17, 2013 are deemed outstanding for computing the percentage ownership of the person holding such options, warrants or other convertible securities, but are not deemed outstanding for computing the percentage of any other person. Except otherwise noted, the named beneficial owner has the sole voting and investment power with respect to the shares of common stock shown.”
Corrado’s shares have NOT vested (and will not begin vesting until January 2014); therefore, they are not included in the percentage of ownership.
One cannot sell what one does not own.... so the notion that he sold 100% of his holdings is RIDICULOUS!
Judging by your last few posts, if sure seems that you have an ax to grind with this company. Care to share what your beef is? Your negativity seems to go beyond the normal range of doubt or disappointment from an investor....
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