ESW Capital, LLC 4
4 · FALCONSTOR SOFTWARE INC · Filed Dec 28, 2018
Insider Transaction Report
Form 4
ESW Capital, LLC
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2018-12-27$0.00/sh+122,214,132$122,214→ 128,613,493 total - Exercise of In-Money
Warrants
2018-12-27−122,214,132→ 0 totalExercise: $0.00Exp: 2028-02-23→ Common Stock (122,214,132 underlying)
Footnotes (3)
- [F1]The reported securities are held directly by ESW Capital, LLC ("ESW"). Joseph Liemandt is the sole voting member of ESW and may be deemed to have beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, of the securities held by ESW. Mr. Liemandt disclaims Section 16 beneficial ownership of the securities held by ESW, except to the extent, if any, of his pecuniary interest therein.
- [F2]The warrants reported herein were issued by the Issuer to ESW in connection with its purchase of 9,990,506 units (each, a "Unit") in a private placement that closed on October 10, 2018 ("Financing"). The warrants were exercisable at any time prior to the expiration date.
- [F3]The reported securities were included with 9,990,506 Units purchased by the reporting person for $0.371063 per Unit in the Financing. Each Unit consisted of (a) $0.10 in Issuer's senior secured debt, (b) warrants to purchase 12.233 shares of the Issuer's common stock, and (c) 0.0225 shares of the Company's Series A Convertible Preferred Stock at a per Unit price of $0.271063 (subject to certain adjustment).