| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ISECURETRAC CORP [ ISEC.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| See Footnote(1) | $0 | 08/29/2012 | J(2) | 1,438,359 | (3) | (4) | Common stock | 26,816,863(5) | $0 | 0 | I(6) | See Footnote(7) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Series D 8% Cumulative, Compounding Exchangeable Preferred Stock |
| 2. Crestpark LP, Inc. ("Crestpark), which, prior to the transaction necessitating the filing of this Form 4, was the record holder of the reported securities, sold all of the reported securities to a third party in a privately negotiated transaction. Prior to such disposition, the Reporting Persons on this Form 4 other than Crestpark may have been deemed to indirectly beneficially own the reported securities. The Reporting Persons on this Form 4 other than Crestpark also may have been deemed to indirectly beneficially own certain securities of the Issuer which were owned by MH Imports, Inc. but which were disposed of by MH Imports, Inc. in a privately negotiated transaction completed concurrently with the aforementioned privately negotiated transaction. The disposition of such securities previously owned by MH Imports, Inc. is disclosed on a separate Form 4 filed concurrently herewith. |
| 3. At the time of their disposition, these securities were exchangeable into the common stock of the Issuer. |
| 4. None |
| 5. Each share of Series D 8% Cumulative, Compounding Exchangeable Preferred Stock (the "Series D Preferred") is exercisable for 18.644068 shares of common stock of the Issuer. The number listed in this box represents the number of shares of common stock underlying the Series D Preferred on a fully diluted basis (assuming the conversion of all of the Series D Preferred into common stock). |
| 6. Prior to the transaction necessitating the filing of this Form 4, the reported securities were owned directly by Crestpark and indirectly by the Reporting Persons on this Form 4 other than Crestpark. |
| 7. Crestpark owned the reported securities prior to the transaction necessitating the filing of this Form 4. Consolidated Investment Services, Inc. controls Crestpark, Sammons Enterprises, Inc. controls Consolidated Investment Services, Inc. and Sammons Enterprises, Inc. Employee Stock Ownership Trust controls Sammons Enterprises, Inc. Thus, Consolidated Investment Services, Inc., Sammons Enterprises, Inc. and Sammons Enterprises, Inc. Employee Stock Ownership Trust may be deemed to have beneficially owned the reported securities. |
| Remarks: |
| ***Power of Attorney filed as Exhibit 3 to the Schedule 13DA filed with the SEC on April 26, 2011 by Mykonos 6420 LP |
| CRESTPARK LP, INC., By: /s/ Heather Kreager, Senior Vice President | 08/29/2012 | |
| SAMMONS ENTERPRISES, INC., By: /s/ Heather Kreager, President | 08/29/2012 | |
| CONSOLIDATED INVESTMENT SERVICES, INC., By: /s/ Heather Kreager, Senior Vice President | 08/29/2012 | |
| SAMMONS ENTERPRISES, INC. EMPLOYEE STOCK OWNERSHIP TRUST, By: HERAKLES INVESTMENTS, INC., Attorney in fact for Sammons Enterprises, Inc. Employee Stock Ownership Trust***, By: /s/ Heather Kreager, Senior Vice President | 08/29/2012 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||