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, Section 17(a) of the Public Utility Holding Company Act of 1935 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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
US GLOBAL NANOSPACE INC [ USGA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
01/07/2006 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 | 01/07/2006 | A | 1,000,000 ( 1 ) | A | $0.074 | 1,000,000 ( 1 ) | D | |||
Common Stock | 03/28/2006 | A | 425,170 ( 3 ) | A | $0.049 | 1,425,170 ( 1 ) | D | |||
Common Stock | 04/05/2006 | S | 70,000 | D | $0.045 | 1,355,170 ( 1 ) | D | |||
Common Stock | 04/06/2006 | S | 7,500 | D | $0.045 | 1,347,670 ( 1 ) | D | |||
Common Stock | 04/10/2006 | S | 100 | D | $0.043 | 1,347,570 ( 1 ) | D | |||
Common Stock | 04/11/2006 | S | 120,247 | D | $0.041 | 1,227,323 ( 1 ) | D | |||
Common Stock | 04/12/2006 | S | 6,000 | D | $0.042 | 1,221,323 ( 1 ) | D | |||
Common Stock | 04/13/2006 | S | 78,753 | D | $0.042 | 1,142,570 ( 1 ) | D | |||
Common Stock | 04/21/2006 | S | 30,000 | D | $0.042 | 1,112,570 ( 1 ) | D | |||
Common Stock | 04/24/2006 | S | 112,570 | D | $0.042 | 1,000,000 ( 1 ) | D |
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 (Right to Buy) | $0.06 | 01/30/2006 | A | 2,500,000 ( 2 ) | 01/30/2006 ( 2 ) | 01/30/2013 | Common Stock | 2,500,000 | $0.06 | 2,500,000 | D |
Explanation of Responses: |
1. These shares are not fully vested. They vest in equal increments on the last day of each month commencing on January 31, 2006 and ending on December 31, 2006. |
2. These shares vest upon certain milestones as follows: 1,000,000 shares upon the closing of an equity financing of the issuer with gross proceeds of at least $2,000,000; 500,000 shares upon receipt of purchase order accepted by the issuer, or the execution by the issuer of an agreement, for the MAPSANDS technology or other products that has a value to the issuer of no less than $1,000,000; 500,000 shares upon receipt of purchase order accepted by the issuer, or the execution by the issuer of an agreement for the MAPSANDS technology or other products that has a value to the issuer of no less than $5,000,000; and 500,000 shares if the issuer shows positive cash flow for two consecutive quarters without further dilution of its common stock, excluding shares of common stock issued pursuant to equity compensation plans. |
3. These shares constitute base salary pursuant to the terms of the Employment Agreement between the issuer and Mr. Cronin, dated January 7, 2006. |
/s/ Kevin Cronin | 04/24/2006 | |
** 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. |