4//SEC Filing
Ampersand 2018 Limited Partnership 4
Accession 0000899243-19-025761
CIK 0001054102other
Filed
Oct 17, 8:00 PM ET
Accepted
Oct 18, 4:15 PM ET
Size
8.6 KB
Accession
0000899243-19-025761
Insider Transaction Report
Form 4
Ampersand 2018 Limited Partnership
10% Owner
Transactions
- Award
Series A Convertible Preferred Stock
2019-10-16$100000.00/sh+130$13,000,000→ 270 total(indirect: See Footnotes)Exercise: $0.80→ Common Stock (16,250,000 underlying)
Footnotes (5)
- [F1]The Series A Convertible Preferred Stock (the "Series A") is convertible from time to time, at the option of the holder thereof, into a number of shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock"), equal to the issuance price per Series A share of $100,000 (the "Stated Value") divided by an initial conversion price (the "Conversion Price") of $0.80 per share and then multiplied by the number of shares of Series A to be converted. The Series A has no expiration date.
- [F2](Continued from footnote 1) The Conversion Price of the Series A is subject to a downward adjustment if a 2020 revenue target of $34,000,000 related to the Issuer's historical business is not satisfied, subject to a Conversion Price floor of $0.59. The downward adjustment in Conversion Price is $0.03 per $1,000,000 of revenue shortfall but limited to no more than $0.21 or a potential adjustment of the initial conversion price of up to 26%.
- [F3]On October 16, 2019, the Issuer issued to Ampersand 2018 Limited Partnership (the "Investor") 130 newly created shares of Series A for an aggregate gross purchase price of $13 million.
- [F4]These securities are held of record by the Investor. AMP-18 Management Company Limited Partnership ("AMCLP") is the general partner of the Investor, and AMP-18 MC LLC ("AMCLLC") is the general partner of AMCLP. By virtue of such relationships, AMCLP and AMCLLC may be deemed to have voting and investment power with respect to the securities held by the Investor noted above and as a result may be deemed to have beneficial ownership over such securities.
- [F5]Each of the Investor, AMCLP and AMCLLC disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Documents
Issuer
Interpace Diagnostics Group, Inc.
CIK 0001054102
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001734267
Filing Metadata
- Form type
- 4
- Filed
- Oct 17, 8:00 PM ET
- Accepted
- Oct 18, 4:15 PM ET
- Size
- 8.6 KB