Form 4 Toga Ltd For: Jul 06 Filed by: Bratt Iain J
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E-mail| 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). | |||||||||||||||||||||
1. Name and Address of Reporting Person
*
(Street)
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2. Issuer Name
and
Ticker or Trading Symbol
Toga Ltd [ TOGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/06-05:00/2022 | ||||||||||||||||||||||||||
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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 | 07/06-05:00/2022 | A | 5,655,615 | A | $ 0 | 5,657,019 | D | |||
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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 | ||||||||
| Explanation of Responses: |
| /s/Iain Bratt | 07/05-05:00/2022 | |
| ** 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. | ||
EXHIBIT A
FORM 4
EXHIBIT A - FOOTNOTE 1
1. Pursuant to the terms of an agreement between Toga Limited and its director, Iain Bratt, Mr. Bratt is entitled to receive stock compensation at the end of each fiscal quarter consisting of that number of shares of Class A Common Stock having a market value of $1,500. The number of shares of such common stock granted is determined based on a stock price calculated by using the average closing bid price of Toga Limited's common stock during each trading day of the thirty-day period immediately preceding the end of the applicable fiscal quarter. Such grants became due but were not timely made for fiscal year ended July 31, 2022. They were granted all at once on or about 7/6/2022. For the first fiscal quarter ended 10/31/2021, the average bid price was $0.5151, granting 2,912 shares; 2nd quarter ended 1/31/2022 average bid price was $0.3501, granting 4,284 shares; and 3rd quarter ended 4/30/2022 average bid price was $0.0119, granting 126,440 shares. The 4th quarter ended 7/31/2022 was calculated on based on the average bid price immediately preceding Mr. Bratt’s July 6, 2022 resignation due to a replacement director being elected, yielding a bid price averaged across the immediately preceding thirty days of $0.0002. The 4th quarter grant was prorated to account for serving 67 of the 91 days in that quarter, resulting in a grant of 5,521,978 shares. As a result, the tota
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