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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
On April 25, 2018, WestMountain Alternative Energy, Inc. ("WestMountain"), Acquisition Sub and C-Bond Systems, LLC ("C-Bond") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), whereby the Acquisition Sub merged with and into C-Bond, which was the surviving corporation and thus became WestMountain's wholly-owned subsidiary. Pursuant to the Merger Agreement, Mr. Silverman's 300,000 Common Units of C-Bond were exchanged for 970,120 shares of Common Stock of WestMountain based on an exchange ratio of approximately 3.23 (the "Conversion Ratio"). These 970,120 shares are subject to restricted stock award agreements. |
(2) |
Pursuant to the Merger Agreement, each option to purchase Common Units of C-Bond issued and outstanding immediately prior to the closing of the Merger Agreement was assumed and converted into an option to purchase an equivalent number of shares of WestMountain's common stock and the exercise price of each such option was divided by the Conversion Ratio. Mr. Silverman's 3,000,000 options to purchase Common Units of C-Bond at $1.00 were converted into 3,000,000 options to purchase Common Stock of WestMountain at approximately $0.31. |
(3) |
208,219 of these options are vested and the remaining vest in tranches of approximately 83,333 shares on the 18th of each month for 36 months from October 16, 2017, the date of Mr. Silverman's employment agreement. The options expire on October 18, 2027. |