3//SEC Filing
Falcon Fund 2 Holding Company, L.P. 3
Accession 0000899243-20-019006
CIK 0001376339other
Filed
Jul 12, 8:00 PM ET
Accepted
Jul 13, 4:56 PM ET
Size
6.8 KB
Accession
0000899243-20-019006
Insider Transaction Report
Form 3
Falcon Fund 2 Holding Company, L.P.
10% Owner
Holdings
Series B Preferred Stock, par value $0.001 per share
Exercise: $3.85→ Common Stock (23,376,623 underlying)
Footnotes (3)
- [F1]The Series B Convertible Preferred Stock (the "Shares") of MiMedx Group, Inc. (the "Company") reported herein were acquired by Falcon Fund 2 Holding Company, L.P., a Delaware limited partnership (the "Fund") on July 2, 2020. The Fund is managed by EW Healthcare Partners Fund 2-UGP, LLC, its general Partner ("EWHP"). EWHP, in its capacity as the investment manager of the Fund, has the power to vote and the power to direct the disposition of all Shares held by the Fund. Accordingly, EWHP may be deemed to beneficially own shares of common stock of the Company issuable upon conversion of the Shares (the "Common Stock"). The reporting person disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person's pecuniary interest therein.
- [F2]The Fund has the right, at its option, to convert its Shares, in whole or in part, into a number of fully paid and non-assessable shares of Common Stock equal to the Purchase Price Per Share ($1,000), plus any accrued and unpaid dividends divided by $3.85 (the "Conversion Price"), provided that such conversion does not result in the Fund, together with its affiliates, holding more than 19.9% of the votes entitled to be cast at any stockholders meeting or beneficially owning in excess of 19.9% of the then-outstanding shares of Common Stock (the "Beneficial Ownership Cap").
- [F3]The Shares (including any accrued and unpaid dividends) will, subject to the Beneficial Ownership Cap, automatically convert into Common Stock at any time after July 2, 2023, provided that the Common Stock has traded at 200% or more of the Conversion Price for 20 out of 30 consecutive trading days and as of the close of trading on the trading day immediately prior to the date of conversion, the Common Stock has traded at 200% or more of the Conversion Price. To the extent any Shares cannot be converted due to operation of the Beneficial Ownership Cap, it shall remain outstanding and automatically convert at such time as such conversion would be permitted under the Beneficial Ownership Cap.
Documents
Issuer
MIMEDX GROUP, INC.
CIK 0001376339
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001817718
Filing Metadata
- Form type
- 3
- Filed
- Jul 12, 8:00 PM ET
- Accepted
- Jul 13, 4:56 PM ET
- Size
- 6.8 KB