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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (1) | 07/28/2004 | C | 264,000 | (1) | (1) | Common Stock | 300,002 | $ 0 | 0 | D | ||||
| Series B Preferred Stock | (2) | 07/28/2004 | C | 433,775 | (2) | (2) | Common Stock | 433,775 | $ 0 | 0 | D | ||||
| Class B Common Stock | (2) | 07/28/2004 | C | 4,700,000 | (2) | (2) | Common Stock | 4,700,000 | $ 0 | 0 | D | ||||
| Series A Warrant (Right to Buy) | $ 10 | 07/28/2004 | J(3) | 150,000 | (3) | 03/14/2011 | Series A Preferred Stock | 150,000 | $ 0 | 0 | D | ||||
| Common Stock Warrant (Right to Buy) | $ 10 | 07/28/2004 | J(3) | 170,456 | (3) | 03/14/2011 | Common Stock | 170,456 | (3) | 1 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MICROVISION INC 19910 NORTH CREEK PARKWAY BOTHELL, WA 98011 |
X | |||
| Microvision, Inc. By: Richard A. Raisig, Chief Financial Officer | 07/28/2004 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each share of Series A Preferred Stock was convertible into (10/8.79994) shares of Common Stock and automatically converted into such amount of Common Stock upon the closing of the Issuer's Initial Public Offering, for no additional consideration. |
| (2) | Each share of Series B Preferred Stock and Class B Common Stock was convertible into 1 share of Common Stock and automatically converted into such amount of Common Stock upon the closing of the Issuer's Initial Public Offering, for no additional consideration. |
| (3) | The Series A Warrant was immediately exerciseable. Upon the closing of the Issuer's Initial Public Offering, the Series A Warrant was not exercised but automatically converted into a Common Stock Warrant for no additional consideration. Because each share of Series A Preferred Stock was convertible into (10/8.79994) shares of Common Stock at the time of the closing, the number of shares of Common Stock underlying the Common Stock Warrant was determined by multiplying the number of shares of Series A Preferred Stock underlying the Series A Warrant by (10/8.79994). The Common Stock Warrant is immediately exerciseable. |