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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. Pugliese's 410,000 Common Units of C-Bond were exchanged for 1,325,830 shares of Common Stock of WestMountain based on an exchange ratio of approximately 3.23 (the "Conversion Ratio"). 808,433 of these 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. Pugliese's 1,299,998 options to purchase Common Units of C-Bond at $1.00 were converted into 1,299,998 options to purchase Common Stock of WestMountain at approximately $0.31. |
(3) |
1,024,382 of these options are vested, the remaining options vest as follows: 150,000 shall vest on December 20, 2018 and 125,616 shares vest in tranches of 13,889 shares each month through October 2018. The options expire on 12/23/2026. |