Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )*
PARKERVISION, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
701354102
(CUSIP Number)
Jeffrey L. Parker
ParkerVision, Inc.
4446-1A Hendricks Avenue Suite 354
Jacksonville, Florida 32207
(904) 732-6100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 1, 2019
(Date of Event Which Requires Filing of This
Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f)
or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
*
The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
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1
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Names
of Reporting Persons
Jeffrey
Parker
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2
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Check
the Appropriate Box if a Member of a Group
(a)
☐ (b) ☐
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3
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SEC Use
Only
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4
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Source
of Funds (See Instructions)
OO
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5
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Check
if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e)
☐
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6
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Citizenship
or Place of Organization
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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|
7
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Sole
Voting Power
3,315,583
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|
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8
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Shared
Voting Power
0
|
|
|
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9
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Sole
Dispositive Power
0
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|
|
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10
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Shared
Dispositive Power
3,315,583
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,315,583
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
☐
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13
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Percent
of Class Represented by Amount in Row (11)
5.93%
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14
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Type of
Reporting Person
IN
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Item
1. Security
and Issuer.
This
statement on Schedule 13D (the “Schedule 13D”) relates
to the common stock, $0.01 par value per share (the “Common
Stock”) of ParkerVision, Inc., a Florida corporation (the
“Issuer”) whose principal executive offices are located
at 4446-1A Hendricks Avenue, Suite 354, Jacksonville, FL
32207.
Item
2. Identity
and Background.
The
Schedule 13D is being filed by Jeffrey Parker (the “Reporting
Person”). The Reporting Person is an individual citizen of
the United States, with a business address of c/o ParkerVision,
Inc., 4446-1A Hendricks Avenue, Suite 354, Jacksonville, FL 32207.
The Reporting Person is the Chairman and Chief Executive Officer of
the Issuer.
During
the last five years, the Reporting Person has not (i) been
convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item
3. Source
and Amount of Funds or Other Consideration.
On
February 12, 2019, the Reporting Person converted the outstanding
principal and accrued interest on convertible notes at a conversion
price of $0.40 per share, resulting in the issuance to the
Reporting Person of 253,445 shares of Common Stock.
On
March 6, 2019, June 21, 2020, September 15, 2020, and December 24,
2020, the Reporting Person disposed of an aggregate of 475,000
shares of Common Stock by gift for no consideration to the
Reporting Person.
On
August 7, 2019, the Reporting Person was granted nonqualified stock
options for the purchase of an aggregate of 6,000,000 shares of
Common Stock, pursuant to the Issuer’s 2019 Long-Term
Incentive Plan, as stock-based compensation. The options have an
exercise price of $0.171 per share and vest in eight quarterly
increments commencing September 1, 2019. As of the date hereof, an
aggregate of 5,250,000 of such options have vested and an
additional 750,000 options will vest more than 60 days after the
date hereof. On January 19, 2021, the Reporting Person disposed of
an aggregated of 3,300,000 of the 5,250,000 vested share options by
gift for no consideration to the Reporting Person.
On
February 9, 2020, the Reporting Person was granted an aggregate of
300,000 restricted stock units as stock-based compensation.
One-half of such restricted stock units vested on May 9, 2020, and
the remaining restricted stock units vest quarterly beginning on
August 9, 2020. As of the date hereof, 262,500 of such restricted
stock units are vested and the remaining 37,500 restricted stock
units will vest within 60 days of the date hereof.
On
January 11, 2021, the Reporting Person was granted nonqualified
stock options for the purchase of an aggregate of 8,000,000 shares
of Common Stock, pursuant to the Issuer’s 2019 Long-Term
Incentive Plan, as stock-based compensation. Such options have an
exercise price of $0.54 per share and vest in eight equal quarterly
installments commencing on March 31, 2021. As of the date hereof,
an aggregate of 1,000,000 of such options will vest within 60 days
of the date hereof.
Item
4. Purpose
of Transaction.
The
Reporting Person acquired the securities described in this Schedule
13D for investment purposes. The Reporting Person holds options to
purchase an aggregate of 10,720,000 shares of Common Stock, of
which 1,970,000 options are currently exercisable and an additional
1,750,000 options will become exercisable within 60 days of the
date hereof. The Reporting Person also holds an aggregate of 37,500
restricted stock units that will vest within 60 days of the date
hereof.
The
Reporting Person is the Chairman and Chief Executive Officer of the
Issuer. As such, he may be involved in making material business
decisions regarding the Issuer’s policies and practices and
may be involved in the consideration of various proposals
considered by the Issuer’s board of directors.
The
Reporting Person may acquire additional securities of the Issuer,
either as compensation for services performed or in the open market
or privately negotiated transactions, and he may retain or sell all
or a portion of the securities then held, in the open market or in
privately negotiated transactions. The Reporting Person intends to
review his investment in the Issuer on a continuing basis. Any
actions the Reporting Person might undertake may be made at any
time and from time to time without prior notice and will be
dependent upon the Reporting Person’s review of numerous
factors, including, but not limited to: an ongoing evaluation of
the Issuer’s business, financial condition, operations and
prospects; price levels of the Issuer’s securities; general
market, industry and economic conditions; the relative
attractiveness of alternative business and investment
opportunities; and other future developments.
Other
than as described above, the Reporting Person does not currently
have any plans or proposals that relate to, or would result in, any
of the matters listed in Items 4(a)–(j) of Schedule 13D,
although, depending on the factors discussed herein, the Reporting
Person may change his purpose or formulate different plans or
proposals with respect thereto at any time.
Item
5. Interest
in Securities of the Issuer.
(a) The
Reporting Person beneficially owns 3,315,583 shares of Common
Stock. Such amount includes (i) 2,970,000 shares of Common Stock
underlying stock options which are exercisable or will be
exercisable within 60 days of the date hereof and (ii) 37,500
shares of Common Stock representing restricted stock units which
will vest within 60 days of the date hereof. Such number of shares
of Common Stock represents 5.93% of the class of securities, based
on 52,878,723 shares of Common Stock outstanding, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed on November
16, 2020.
(b) The
number of shares as to which the person has:
(i)
Sole power to vote or direct the vote: 3,315,583
(ii)
Shared power to vote or direct the vote: 0
(iii)
Sole power to dispose or direct the disposition:
3,315,583
(iv)
Shared power to dispose or direct the disposition: 0
(c)
Except as described in Item 4, during the past 60 days the
Reporting Person has not effected any transactions in the Common
Stock.
(d)
None.
(e) Not
applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The
Reporting Person has entered into the following agreements with
respect to the securities of the Issuer:
(i)
Stock option grant
agreement dated August 7, 2019, granting options exercisable for
6,000,000 shares of Common Stock at an exercise price of $0.171 per
share.
(ii)
Restricted stock
unit grant agreement dated February 9, 2020, granting restricted
stock units for 300,000 shares of Common Stock.
(iii)
Stock option grant
agreement dated January 11, 2021, granting options exercisable for
8,000,000 shares of Common Stock at an exercise price of $0.54 per
share.
The
foregoing descriptions of the stock option grant agreements and
restricted stock unit grant agreement do not purport to be complete
and are qualified in their entirety by reference to the full text
of such agreements, each of which is attached as an exhibit to the
Schedule 13D and is incorporated herein by reference.
Except
as set forth herein, the Reporting Person does not have any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the
Issuer, including but not limited to any contracts, arrangements,
understandings or relationships concerning the transfer or voting
of such securities, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division
of profits or losses, or the giving or withholding of
proxies.
Item
7. Materials
to be Filed as Exhibits
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Exhibit Number
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Description
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Stock
Option Grant Agreement, dated August 7, 2019.
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Restricted
Stock Unit Grant Agreement, dated February 9, 2020.
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Stock
Option Grant Agreement, dated January 11, 2021.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date:
March 15, 2021
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/s/
Jeffrey Parker
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Jeffrey
Parker
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