MTM Technologies, Inc. 4
4 · MTM Technologies, Inc. · Filed Jul 11, 2005
Insider Transaction Report
Form 4
Friedman Clifford H
Director10% Owner
Transactions
- Purchase
Series A-4 Convertible Preferred Stock
2005-07-07$3.25/sh+7,480$24,310→ 34,225 total(indirect: By CVC II Partners, L.L.C.)Exercise: $3.25From: 2005-07-07→ Common Stock (7,480 underlying) - Purchase
Common Stock Warrants (Right to Buy)
2005-07-07+59,908→ 59,908 total(indirect: By Constellation Venture Capital II, L.P.)Exercise: $4.06From: 2005-07-07Exp: 2009-07-07→ Common Stock (59,908 underlying) - Purchase
Common Stock Warrants (Right to Buy)
2005-07-07+31,880→ 31,880 total(indirect: By Constellation Venture Capital Offshore II, L.P.)Exercise: $4.06From: 2005-07-07Exp: 2009-07-07→ Common Stock (31,880 underlying) - Purchase
Common Stock Warrants (Right to Buy)
2005-07-07+26,715→ 26,715 total(indirect: By The BSC Employee Fund VI, L.P.)Exercise: $4.06From: 2005-07-07Exp: 2009-07-07→ Common Stock (26,715 underlying) - Purchase
Series A-4 Convertible Preferred Stock
2005-07-07$3.25/sh+159,402$518,057→ 729,332 total(indirect: By Constellation Venture Capital Offshore II, L.P.)Exercise: $3.25From: 2005-07-07→ Common Stock (159,402 underlying) - Purchase
Series A-4 Convertible Preferred Stock
2005-07-07$3.25/sh+299,541$973,508→ 1,370,530 total(indirect: By Constellation Venture Capital II, L.P.)Exercise: $3.25From: 2005-07-07→ Common Stock (299,541 underlying) - Purchase
Series A-4 Convertible Preferred Stock
2005-07-07$3.25/sh+133,577$434,125→ 611,170 total(indirect: By The BSC Employee Fund VI, L.P.)Exercise: $3.25From: 2005-07-07→ Common Stock (133,577 underlying) - Purchase
Common Stock Warrants (Right to Buy)
2005-07-07+1,496→ 1,496 total(indirect: By CVC II Partners, L.L.C.)Exercise: $4.06From: 2005-07-07Exp: 2009-07-07→ Common Stock (1,496 underlying)
Footnotes (4)
- [F1]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.
- [F2]There is no expiration date applicable to the Series A-4 Convertible Preferred Stock.
- [F3]The Warrants are exerciseable at any time prior to July 7, 2009, at an exercise price of $4.06 per share of Common Stock. The number of warrants issuable is equal to 20% of the number of shares of Common Stock issued or issuable on conversion of Series A-4 Convertible Preferred Stock issued. As of July 7, 2005, the Warrants would be exerciseable to purchase such number of shares of Common Stock reflected herein. The exercise price of the Warrants is subject to adjustment for stock splits, stock dividends and similar events. Cashless exercise is permited.
- [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.C.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 beneficially 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.