Filing Details
- Accession Number:
- 0001209191-10-049903
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2010-10-12 06:18:39
- Reporting Period:
- 2008-05-28
- Filing Date:
- 2010-10-12
- Accepted Time:
- 2010-10-12 06:18:39
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 920317 | Us Dry Cleaning Corp | UDRY | Services-Personal Services (7200) | 770357037 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1457936 | Anita Wilson | 10450 Trabuco St. Bellflower CA 90706 | No | No | Yes | No | |
| 1458037 | Clyde Wilson | 10450 Trabuco St. Bellflower CA 90706 | No | No | Yes | No | |
| 1501239 | Clyde Wilson , Trustee Of The Wilson Family Trust | 10450 Trabuco St. Bellflower CA 90706 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2008-03-19 | 19,500 | $0.77 | 13,310,821 | No | 4 | P | Indirect | By Park Place |
| Common Stock | Acquisiton | 2008-03-20 | 6,250 | $0.75 | 13,310,821 | No | 4 | P | Indirect | By Park Place |
| Common Stock | Acquisiton | 2008-04-01 | 40,000 | $0.73 | 13,310,821 | No | 4 | P | Indirect | By Park Place |
| Common Stock | Acquisiton | 2008-04-02 | 10,000 | $0.71 | 13,310,821 | No | 4 | P | Indirect | By Park Place |
| Common Stock | Acquisiton | 2008-04-22 | 28,900 | $0.65 | 13,310,821 | No | 4 | P | Indirect | By Park Place |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Indirect | By Park Place |
| No | 4 | P | Indirect | By Park Place |
| No | 4 | P | Indirect | By Park Place |
| No | 4 | P | Indirect | By Park Place |
| No | 4 | P | Indirect | By Park Place |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Convertible Promissory Note | Acquisiton | 2008-05-28 | 0 | $0.00 | 4,222,750 | $0.75 |
| Common Stock | Warrants | Acquisiton | 2008-05-28 | 833,333 | $0.00 | 833,333 | $0.75 |
| Common Stock | Convertible Promissory Note | Acquisiton | 2008-05-28 | 0 | $0.00 | 2,298,719 | $0.75 |
| Common Stock | Convertible Promissory Note | Acquisiton | 2008-05-28 | 0 | $0.00 | 2,994,250 | $0.75 |
| Common Stock | Warrants | Acquisiton | 2008-05-28 | 500,000 | $0.00 | 500,000 | $0.75 |
| Common Stock | Warrants | Acquisiton | 2008-05-28 | 500,000 | $0.00 | 500,000 | $0.75 |
| Common Stock | Convertible Equipment Lease | Acquisiton | 2008-05-28 | 0 | $0.00 | 1,088,120 | $0.75 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 13,310,821 | 2008-05-28 | No | 4 | P | Indirect | |
| 13,310,821 | 2008-05-28 | 2013-05-13 | No | 4 | J | Indirect |
| 13,310,821 | 2008-05-28 | No | 4 | J | Indirect | |
| 13,310,821 | 2008-05-28 | No | 4 | J | Indirect | |
| 13,310,821 | 2008-05-28 | 2010-10-12 | No | 4 | J | Indirect |
| 13,310,821 | 2008-05-28 | 2011-03-12 | No | 4 | J | Indirect |
| 13,310,821 | 2005-05-28 | No | 4 | J | Indirect |
Footnotes
- Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission.
- As the general partners of Park Place Services ("Park Place") Lester Taylor ("Lester") and Clyde Wilson are deemed to beneficially own the securities beneficially owned by Park Place.
- As the sole manager of Setal 1, LLC ("Setal 1"), Setal 2, LLC ("Setal 2"), Setal 3, LLC ("Setal 3"), Setal 4, LLC ("Setal 4"), Setal 5, LLC ("Setal 5") and Setal 6, LLC ("Setal 6") (collectively, the "Setals"), Lester is deemed to beneficially own the securities beneficially owned by the Setals.
- The convertible note was issued to Setal 1 on February 12, 2008. On May 28, 2008, the conversion price on the note was amended from $2.50 per share to $0.75 per share.
- The convertible note was issued to Setal 2 on March 12, 2008. On May 28, 2008, the conversion price on the note was amended from $2.50 per share to $0.75 per share.
- The Warrants were issued to Setal 1 on February 12, 2008. On May 28, 2008, the exercise price was amended to reflect the $0.75 exercise price.
- The Warrants were issued to Setal 2 on March 12, 2008. On May 28, 2008, the exercise price was amended to reflect the $0.75 exercise price.
- The terms of the Convertible Equipment Lease between Setal 1 and Issuer, entered into on February 12, 2008, were amended to reflect a conversion rate of $0.75 per share.
- Based on the outstanding balance of the convertible note eligible for conversion as of May 28, 2008.
- Price of derivative equal to monies loaned pursuant to the convertible note.
- The Warrants issued to Setal 3 are in connection with the $3,175,000 loan to Issuer by Setal 3.
- Price of derivative equal to the value of the property subject to the lease.
- N/A
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