UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
Current
Report
Pursuant
To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 3, 2011
ORIGINOIL,
INC.
(Name
of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of
Incorporation
or organization)
5645
West Adams Boulevard
Los
Angeles, California
(Address
of principal executive offices)
|
333-147980
(Commission
File Number)
|
26-0287664
(I.R.S.
Employer
Identification
Number)
90016
(Zip
Code)
|
Registrant’s telephone number,
including area code: (323) 939-6645
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01
|
Other
Events.
|
On
February 3, 2011, T. Riggs Eckelberry, Chairman of the Board and Chief Executive
Officer of OriginOil, Inc. (the "Company"), entered into a pre-arranged stock
trading plan (the "Plan") with a broker to sell shares of Company’s common stock
owned by him. The Plan was established under Rule 10b-5-1 of the
Securities Exchange Act of 1934, as amended.
Pursuant
to the Plan, a brokerage firm may sell up to 5,000 shares of the Company's
common stock owned by him per day up to a maximum of 1,846,096
shares. Mr. Eckelberry currently owns 40,000,000 shares of the
Company’s common stock. The Plan is scheduled to terminate at the
earliest of (i) the execution of all of the trades under the Plan, (ii) the
public announcement of any merger, consolidation, acquisition, tender or
exchange offer or other reorganization that results in the exchange or
conversion of the Company’s shares into securities of an entity other than the
Company, (iii) the date the broker receives notice of the liquidation,
dissolution, bankruptcy, insolvency or death of Mr. Eckelberry. Mr.
Eckelberry will have no control over the stock sales under the
Plan.
The Plan
specifies the timing and market prices for the exercises and sales, which are
subject to terms and conditions of the Plan. The Plan is intended to comply with
Rule 10b5-1 of the Securities Exchange Act of 1934. Rule 10b5-1 is a safe harbor
that allows corporate insiders to establish prearranged written stock trading
plans. Mr. Eckelberry will use the proceeds of the sale of the Company’s shares
under the Plan to pay for expenses relating to the medical condition of a family
member. A 10b5-1 plan must be entered into in good faith at a time when an
insider is not aware of material non-public information. Subsequent receipt by
an insider of material non-public information will not prevent prearranged
transactions under a 10b5-1 plan from being executed. Transactions under
the Plan will be disclosed publicly through appropriate filings with the
Securities and Exchange Commission.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ORIGINOIL, INC. | |||
Date: February 9, 2011 |
By:
/s/
T.
Riggs Eckelberry
Name: T.
Riggs Eckelberry
Title: Chief
Executive Officer
|