Monaco Donald P was granted 41,745 shares (SEC Form 4)
$SASI
Miscellaneous manufacturing industries
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SIGMA ADDITIVE SOLUTIONS, INC. [ SASI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/29/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 12/29/2023 | A(1) | 1,733 | A | (1) | 1,733 | I | By Monaco Investment Partners, LP(2)(3) | ||
| Common Stock | 12/29/2023 | A(1) | 28,626 | A | (1) | 28,626 | I | By Donald P. Monaco Insurance Trust(3)(4) | ||
| Common Stock | 12/29/2023 | A(1) | 11,386 | A | (1) | 11,386 | I | By Travel and Media Tech, LLC(3)(5) | ||
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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 | ||||||||
| Option | (6) | 12/29/2023 | J(6) | 5,152(6) | 06/01/2024 | 12/29/2024 | Common Stock | 5,152(6) | $0 | 5,152 | I | By Travel and Media, LLC(3)(5) | |||
| Explanation of Responses: |
| 1. Shares received in exchange for equity interests beneficially owned by Donald P. Monaco in connection with the exchange of all outstanding shares of NextTrip Holdings, Inc. for shares of the Issuer's common stock (the "Exchange") pursuant to a share exchange agreement dated October 13, 2023, as amended. Additional shares of the Issuer may be issued in the future upon achievement of certain milestones. No additional consideration was paid in connection with the Exchange, which closed on December 29, 2023. |
| 2. The shares are beneficially owned by Monaco Investment Partners, LP ("MI Partners"). Mr. Monaco is the managing general partner of MI Partners. As such, Mr. Monaco is deemed to beneficially own the securities held by the MI Partners. |
| 3. Mr. Monaco disclaims beneficial ownership of all securities held by MI Partners, the Donald P. Monaco Insurance Trust (the "Trust") and Travel and Media Tech, LLC ("TMT") in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose. |
| 4. The shares are beneficially owned by the Trust. Mr. Monaco, is the trustee of the Trust. As such, Mr. Monaco is deemed to beneficially own the shares held by the Trust. |
| 5. The securities are beneficially owned by TMT. Mr. Monaco is a 50% member of TMT. As such, Mr. Monaco is deemed to beneficially own the shares held by TMT. |
| 6. On December 29, 2023, in connection with the Exchange, TMT entered into an agreement pursuant to which, from June 1, 2024 to December 29, 2024, (i) TMT has the right to purchase 5,152 shares of the Issuer's common stock from an investor, as well as any additional shares that may be issued to such investor upon achievement of certain milestones in connection with the Exchange (collectively, the "Option Shares"), for an aggregate of $400,000, and (ii) the investor has the right to put the Option Shares to TMT for an aggregate of $379,000. |
| /s/ Donald P. Monaco | 01/03/2024 | |
| ** 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. | ||