Hawkeye Systems insider reports large convertible note
Hawkeye Systems, Inc. insider Martin A. Sumichrast filed an initial ownership report showing an indirect position in a Convertible Promissory Note.
Accepted by SEC EDGAR
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Form Type
3
Rhea-AI Filing Summary
Hawkeye Systems, Inc. insider Martin A. Sumichrast filed an initial ownership report showing an indirect position in a Convertible Promissory Note. The note is convertible into 23,064,633 shares of common stock at an exercise price of $0.12 per share, expiring on April 1, 2028.
The convertible securities are held by Hawkeye Holdco LLC, where Sumichrast is the sole managing member, and he disclaims beneficial ownership except for his pecuniary interest. The conversion price can be adjusted for corporate events such as dividends, stock splits, reverse stock splits, or lower-priced issuances, subject to stated exceptions.
Insider Trade Summary
Holdings reported, no transactions
Holdings
Insider
Sumichrast Martin A.
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Holding | Convertible Promissory Note | -- | -- | -- |
Holdings:
Convertible Promissory Note — 23,064,633 contracts (Indirect, See Footnote)
Footnotes (2)
- F1. The conversion price of the note is subject to adjustment in the event of certain corporate events including dividends, distributions, stock splits, reverse stock splits, or the issuance of common stock or securities convertible or exercisable into shares of common stock at a lower price per share, subject to certain exceptions.
- F2. The convertible securities shown are owned by Hawkeye Holdco LLC, of which the Reporting Person is the sole managing member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
Key Figures
Underlying shares: 23,064,633 shares
Conversion price: $0.12 per share
Expiration date: April 1, 2028
+2 more
5 metrics
Underlying shares
23,064,633 shares
Common stock underlying Convertible Promissory Note
Conversion price
$0.12 per share
Exercise price of Convertible Promissory Note
Expiration date
April 1, 2028
End of conversion period for Convertible Promissory Note
Ownership type
Indirect via Hawkeye Holdco LLC
Reporting person is sole managing member
Reporting person status
More than 10% owner
Form 3 classification for Martin A. Sumichrast
Key Terms
Convertible Promissory Note, underlying security, beneficial ownership, pecuniary interest, +1 more
5 terms
Convertible Promissory Note financial
"The convertible securities shown are owned by Hawkeye Holdco LLC"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
underlying security financial
"underlying_security_title: "Common Stock" and underlying_security_shares"
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of these securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of his pecuniary interest therein"
stock splits financial
"subject to adjustment in the event of certain corporate events including dividends, distributions, stock splits"
A stock split increases the number of a company’s shares by dividing existing shares into multiple smaller pieces, like slicing a pizza into more slices without adding more pizza. Each shareholder keeps the same overall ownership and value, but each share becomes cheaper and more plentiful, which can make the stock easier for everyday investors to buy, potentially boost trading activity and change how price movements look on charts.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did the Hawkeye Systems (HWKE) Form 3 filing report for Martin A. Sumichrast?
The Form 3 filing reports Martin A. Sumichrast’s initial indirect ownership in a Convertible Promissory Note. This note is convertible into 23,064,633 shares of Hawkeye Systems common stock at $0.12 per share, providing disclosure of his significant potential equity exposure.
What is the conversion price and expiration date of the Hawkeye Systems (HWKE) Convertible Promissory Note?
The Convertible Promissory Note has a conversion price of $0.12 per share and an expiration date of April 1, 2028. These terms define the price at which common stock may be obtained and the timeframe during which conversion rights remain available.
Who legally holds the Convertible Promissory Note reported in the Hawkeye Systems (HWKE) Form 3?
The Convertible Promissory Note is held by Hawkeye Holdco LLC. Martin A. Sumichrast is the sole managing member of this entity, but he disclaims beneficial ownership of the securities except to the extent of his pecuniary interest in Hawkeye Holdco LLC.
How can the conversion price of the Hawkeye Systems (HWKE) Convertible Promissory Note be adjusted?
The conversion price may be adjusted for certain corporate events, including dividends, distributions, stock splits, reverse stock splits, or issuances of common stock or similar securities at a lower price, subject to specified exceptions. These adjustment features help maintain economic equivalence for the note holder.
Is the Hawkeye Systems (HWKE) Form 3 filing a buy or sell transaction by Martin A. Sumichrast?
The Form 3 filing does not report a buy or sell transaction. It is an initial ownership report that discloses an existing indirect position in a Convertible Promissory Note and its underlying shares, rather than documenting new market purchases or sales.
AI-generated analysis. How Rhea-AI works. Not financial advice.
