Jewett-Cameron (NASDAQ: JCTC) holder gets 85%-of-average-price share option
Rhea-AI Filing Summary
JEWETT CAMERON TRADING CO LTD insider filers Kotarba Partners Fund I, LP, Kotarba Partners & Co, LLC, and Scott Kotarba report 10% beneficial ownership status and disclose derivative positions tied to common stock. Kotarba Partners Fund I, LP has an obligation to buy 176,006 shares of common stock at $1.85 per share at an Initial Closing under a Purchase and Sale Agreement with The Oregon Community Foundation; this obligation terminates on September 30, 2026 if the Initial Closing has not occurred and may be extended by mutual consent. The fund also holds a Purchase Option to buy common shares through March 31, 2028, exercisable in whole or in part, with each exercise covering at least 50,000 shares (or all remaining shares if fewer) and priced at 85% of the 30‑day volume weighted average price, subject to a minimum of $1.85 and a maximum of $4.00 per share. The filing notes that certain reporting persons disclaim beneficial ownership beyond their pecuniary interest and that share counts and prices are subject to proportionate adjustment for stock splits or similar events.
Positive
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Negative
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Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Kotarba Partners Fund I, LP, Kotarba Partners & Co, LLC, Kotarba Scott
Role
10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Obligation to Buy (Initial Purchase) F1, F5, F2 | -- | -- | -- |
| holding | Purchase Option (right to buy) F3, F5, F2 | -- | -- | -- |
| holding | Purchase Option (right to buy) F3, F4, F5, F2 | -- | -- | -- |
Holdings After Transaction:
Obligation to Buy (Initial Purchase) — 176,006 shares (Indirect, By Kotarba Partners Fund I, LP);
Purchase Option (right to buy) — 562,528 shares (Indirect, By Kotarba Partners Fund I, LP)
Footnotes (5)
- F1. Represents the obligation of Kotarba Partners Fund I, LP to purchase 176,006 shares of common stock at a price of $1.85 per share at the Initial Closing under the Purchase and Sale Agreement described in footnote (3). The Initial Closing had not occurred as of the date of the event reported on this Form, and no Reporting Person held voting or dispositive power over such shares as of such date. The expiration date reported above is September 30, 2026, which is the date on which the Purchase and Sale Agreement terminates if the Initial Closing has not occurred by such date. That date may be extended by mutual written consent of Kotarba Partners Fund I, LP and The Oregon Community Foundation.
- F2. Each of Kotarba Partners & Co, LLC and Mr. Kotarba disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the filing of this report shall not be deemed an admission that the Reporting Person either is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
- F3. The Purchase Option was acquired pursuant to a Purchase and Sale Agreement dated August 6, 2026 between The Oregon Community Foundation, as seller, and Kotarba Partners Fund I, LP, as buyer. The Purchase Option is exercisable in whole or in part from time to time by written notice through March 31, 2028, with each closing to occur no later than ten business days following the date of the exercise notice. Each exercise of the Purchase Option must cover at least 50,000 shares, or all remaining shares if fewer than 50,000 remain available for purchase.
- F4. The exercise price is equal to eighty-five percent (85%) of the volume weighted average price of the Issuer's common stock as traded and reported on Nasdaq for the thirty (30) consecutive trading days ending on the last business day immediately prior to the applicable closing date, subject to a minimum purchase price of $1.85 per share and a maximum purchase price of $4.00 per share.
- F5. In the event the Issuer effects a stock split, reverse stock split, stock dividend, subdivision, combination, recapitalization, reclassification or similar event affecting its common stock, the number of shares subject to the Initial Purchase and the Purchase Option and each purchase price, including the minimum and maximum prices referenced in footnote (4), are subject to proportionate and equitable adjustment.
Key Figures
Initial Purchase shares: 176,006 shares
Initial Purchase price: $1.85 per share
VWAP discount: 85%
+5 more
8 metrics
Initial Purchase shares
176,006 shares
Obligation of Kotarba Partners Fund I, LP to buy common stock at Initial Closing
Initial Purchase price
$1.85 per share
Price for 176,006 shares under Purchase and Sale Agreement Initial Closing
VWAP discount
85%
Purchase Option exercise price equals 85% of 30-day volume weighted average price
Purchase Option minimum price
$1.85 per share
Minimum exercise price under the Purchase Option
Purchase Option maximum price
$4.00 per share
Maximum exercise price under the Purchase Option
Initial Purchase agreement termination date
September 30, 2026
Date Purchase and Sale Agreement terminates if Initial Closing has not occurred
Purchase Option final exercise date
March 31, 2028
Last date the Purchase Option may be exercised
Minimum shares per Purchase Option exercise
50,000 shares
Each exercise must cover at least 50,000 shares or all remaining shares
Key Terms
Purchase Option, Initial Closing, volume weighted average price, beneficial ownership, +1 more
5 terms
Purchase Option financial
"The Purchase Option is exercisable in whole or in part from time to time"
A purchase option is a contractual right that lets one party buy an asset, property, or securities at a pre‑agreed price during a specified period. For investors it matters because it provides the chance to lock in the right to acquire something later without committing now—like reserving the option to buy a house at today’s price—so you can benefit if value rises while limiting immediate exposure.
Initial Closing financial
"price of $1.85 per share at the Initial Closing under the Purchase"
volume weighted average price financial
"equal to eighty-five percent (85%) of the volume weighted average price"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
beneficial ownership financial
"disclaims beneficial ownership of these securities except to the extent"
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
"disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest"
FAQ
What ownership position does Kotarba Partners report in JCTC on this Form 3?
The filing reports that Kotarba entities are 10% beneficial owners of JEWETT CAMERON TRADING CO LTD, with positions structured as an obligation to buy and purchase options over specified numbers of common shares, rather than currently held voting stock.
What is the size and price of the Initial Purchase obligation disclosed for JCTC?
Kotarba Partners Fund I, LP has an obligation to buy 176,006 shares of JCTC common stock at $1.85 per share at an Initial Closing under a Purchase and Sale Agreement with The Oregon Community Foundation, expiring on September 30, 2026 if the closing does not occur.
How is the JCTC Purchase Option held by Kotarba Partners priced?
The Purchase Option exercise price equals 85% of the 30‑day volume weighted average price of JCTC common stock, subject to a minimum of $1.85 and a maximum of $4.00 per share, as calculated immediately before each applicable closing date.
Until when can the JCTC Purchase Option be exercised by Kotarba Partners?
The Purchase Option may be exercised by Kotarba Partners Fund I, LP through March 31, 2028, in whole or in part, with each exercise covering at least 50,000 shares or all remaining shares if fewer than that threshold remain available.
How do stock splits affect the JCTC Initial Purchase and Purchase Option terms?
The company discloses that if it effects a stock split, reverse split, stock dividend, subdivision, combination, recapitalization or reclassification, the number of shares and each related purchase price, including the minimum and maximum, are subject to proportionate and equitable adjustment.
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