Vincent J. Dowling Jr - Dec 31, 2023 Form 5 Insider Report for TEL INSTRUMENT ELECTRONICS CORP (TIKK)

Role: 10%+ Owner
Signature: Vincent J. Dowling Jr.
Stock symbol: TIKK
Transactions as of: Dec 31, 2023
Transactions value $: $0
Form type: 5
Date filed: 2/13/2024, 04:26 PM
Previous filing: Sep 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TIKK	Common Stock, par value $0.10	Gift	$0	+50K	+11.2%	$0.00	496K	Dec 31, 2023	See footnote	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TIKK	Series A Convertible Preferred Stock	Gift	$0	+167K	+50%	$0.00	500K	Dec 28, 2023	Common Stock	500K		See footnote	F2, F4
transaction	TIKK	Series B Convertible Preferred Stock	Gift	$0	+167K	+250%	$0.00	233K	Dec 28, 2023	Common Stock	700K		See footnote	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	148,134 shares of common stock are held by IRA FBO Vincent J. Dowling, Jr. Pershing LLC as Custodian Roth Conversion Account. Mr. Dowling has sole beneficial ownership of such shares. 200,000 shares are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares. 3,336 shares of common stock are held in IRA accounts for the benefit of Vincent J. Dowling Jr.'s daughter (1,112 shares) and two sons (1,112 shares each), and for which Mr. Dowling exercises control. 95,000 shares of common stock are held directly by Mr. Dowling. 50,000 shares of Common Stock are held by Pershing LLC as custodian for Inherited Roth IRA FBO Vincent J. Dowling Sr. Non-exempt Marital Trust, the trustee of which is Mr. Dowling, Jr.
F2	The Series A Convertible Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Amendment to Certificate of Incorporation filed by the Issuer with the Secretary of State of the State of New Jersey on November 8, 2017 (the "Series A Designations"). Subject to the notice and other requirements set forth in the Series A Designations, the Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and there is no expiration date for such conversion. The Series A Designations provide that the Series A Convertible Preferred Stock is convertible into shares of common stock at a price of $3.00 per share, subject to a maximum conversion amount and certain adjustments as set forth in the Series A Designations.
F3	The Series B Convertible Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Amendment to Certificate of Incorporation filed by the Issuer with the Secretary of State of the State of New Jersey on October 2, 2018 (the "Series B Designations"). Subject to the notice and other requirements set forth in the Series B Designations, the Series B Convertible Preferred Stock is convertible at any time, at the holder's election, and there is no expiration date for such conversion. The Series B Designations provide that the Series B Convertible Preferred Stock is convertible into shares of common stock at a price of $2.00 per share, subject to a maximum conversion amount and certain adjustments as set forth in the Series B Designations.
F4	333,333 shares of Series A Convertible Preferred Stock and 66,666.67 shares of Series B Convertible Preferred Stock are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares. 166,667 shares of Series A Convertible Preferred Stock and 166,667 shares of Series B Convertible Preferred Stock are held by Millenium Trust Company, LLC Custodian FBO Vincent J. Dowling Sr. Pooled GST Exempt Trust Inherited Roth IRA, the trustee of which is Mr. Dowling, Jr.