Friedman Clifford H 4
4 · MTM Technologies, Inc. · Filed Jul 1, 2005
Insider Transaction Report
Form 4
Friedman Clifford H
Director10% Owner
Transactions
- Conversion
Series A-4 Convertible Preferred Stock
2005-06-23+832,892→ 832,892 total(indirect: By Constellation Venture Capital II, L.P.)Exercise: $3.25→ Common Stock (832,892 underlying) - Conversion
Series A-4 Convertible Preferred Stock
2005-06-23+443,226→ 443,226 total(indirect: By Constellation Venture Capital Offshore II, L.P.)Exercise: $3.25→ Common Stock (443,226 underlying) - Conversion
Series A-4 Convertible Preferred Stock
2005-06-23+371,417→ 371,417 total(indirect: By The BSC Employee Fund VI, L.P.)Exercise: $3.25→ Common Stock (371,417 underlying) - Conversion
7% Convertible Secured Notes
2005-06-23−832,892→ 0 total(indirect: By Constellation Venture Capital II, L.P.)→ Series A-4 Convertible Preferred Stock (832,892 underlying) - Conversion
7% Convertible Secured Notes
2005-06-23−443,226→ 0 total(indirect: By Constellation Venture Capital Offshore II, L.P.)→ Series A-4 Convertible Preferred Stock (443,226 underlying) - Conversion
7% Convertible Secured Notes
2005-06-23−371,417→ 0 total(indirect: By The BSC Employee Fund VI, L.P.)→ Series A-4 Convertible Preferred Stock (371,417 underlying) - Conversion
7% Convertible Secured Notes
2005-06-23−20,799→ 0 total(indirect: By CVC II Partners, L.L.C.)→ Series A-4 Convertible Preferred Stock (20,799 underlying) - Conversion
Series A-4 Convertible Preferred Stock
2005-06-23+20,799→ 20,799 total(indirect: By CVC II Partners, L.L.C.)Exercise: $3.25→ Common Stock (20,799 underlying)
Footnotes (4)
- [F1]The 7% Convertible Secured Notes (the "Notes"), which were issued on 12/10/04 and 3/11/05, were automatically convertible on the date of the shareholders' approval, into Series A-4 Convertible Preferred Stock of the Issuer. The interest accrued on the Notes was added to the principal of the Notes, and the entire outstanding principal and accrued interest on the Notes was automatically converted into Series A-4 Convertible Preferred Stock.
- [F2]The Series A-4 Convertible Preferred Stock will be convertible into shares of Common Stock at any time at the election of the individual holders. Subject to certain exceptions, the Series A-4 Convertible Preferred Stock will automatically convert into Common Stock, $0.001 par value of the Issuer (the "Common Stock"), if at any time following the 18 months after the issuance of the Series A-4 Convertible Preferred Stock, the weighted average closing price of the Common Stock for the immediately preceding 60 consecutive trading days exceeds four times the weighted average of the applicable Series A-4 Convertible Preferred Stock conversion price then in effect. The Series A-4 Convertible Preferred Stock will convert to Common Stock, initially at a ratio of one share of Common Stock for every share of Series A-4 Convertible Preferred Stock and subject to adjustments for common dilutive equity issuances and for stock splits, stock dividends and similar events.
- [F3]There is no expiration date applicable to the Series A-4 Convertible Preferred Stock.
- [F4]The Reporting Person is a Senior Managing Director of Bear Stearns Asset Management Inc., which is the Managing Member of Constellation Ventures Management II, L.L.C., which is the sole general partner of both Constellation Venture Capital II, L.P. and Constellation Venture Capital Offshore II, L.P., and one of two general partners of The BSC Employee Fund VI, L.P. The Reporting Person is also a member of CVC II Partners, L.L.C. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly benficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities that exceed his pecuniary interest in the securities held by those entities.