4//SEC Filing
NUVEL HOLDINGS, INC. 4
Accession 0000914190-16-000970
CIK 0001503985operating
Filed
Dec 12, 7:00 PM ET
Accepted
Dec 13, 5:36 PM ET
Size
18.5 KB
Accession
0000914190-16-000970
Insider Transaction Report
Form 4
Hattara Jeffrey J.
DirectorChief Strategy Officer10% Owner
Transactions
- Award
Series OH-1 Convertible Preferred Stock
2016-12-01+20,022.74→ 20,022.74 total→ Common Stock (426,766 underlying) - Award
Series OH-1 Convertible Preferred Stock
2016-12-01+14,073.34→ 14,073.34 total(indirect: By MetaConn Corporation)→ Common Stock (299,960 underlying) - Award
Series OH-1 Purchase Warrant
2016-12-01+167.73→ 167.73 totalExercise: $149.20Exp: 2022-01-12→ Series OH-1 Convertible Preferred Stock (167.73 underlying) - Award
Series OH-2 Convertible Preferred Stock
2016-12-01+50→ 50 total→ Common Stock (7,150 underlying) - Award
Series OH-1 Stock Option (right to buy)
2016-12-01+167.54→ 167.54 totalExercise: $298.40Exp: 2024-08-18→ Series OH-1 Convertible Preferred Stock (167.54 underlying)
Footnotes (8)
- [F1]On 12-1-16, Nuvel Holdings, Inc. acquired OrangeHook, Inc., a Minnesota corporation, under an Agreement and Plan of Merger dated 7-1-16, as amended by Amendment No. 1 to Agreement and Plan of Merger dated 10-14-16 (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, outstanding shares of OrangeHook common stock, par value $.01 per share, and other outstanding securities convertible into OrangeHook common stock, were exchanged for a pro rata portion of 500,000 shares of a new series of preferred stock of Nuvel, par value $0.001 per share, titled "Series OH-1 Convertible Preferred Stock." The approximate exchange ratio was 4.6917384726 shares of Series OH-1 Convertible Preferred Stock for 100 shares of OrangeHook common stock.
- [F2]The company expects to seek shareholder approval to effect a recapitalization in which it would complete a One-for-One Million Two Hundred Thousand (1-for-1,200,000) reverse split of the common stock of Nuvel (the "Reverse Stock Split"). Assuming the requisite shareholder approval is obtained, upon consummation of the Reverse Stock Split and without any action by the holders of Series OH-1 Convertible Preferred Stock, all outstanding shares of Series OH-1 Convertible Preferred Stock and other securities convertible into Series OH-1 Convertible Preferred Stock would convert into shares of fully paid and non-assessable Nuvel common stock (or other securities convertible into Nuvel common stock) at a conversion ratio equal to the quotient derived by dividing the number of outstanding shares of OrangeHook common stock and other outstanding securities convertible into OrangeHook common stock, in each case immediately prior to the merger, by 500,000 (continued)
- [F3](continuation) (or approximately 21.314061 shares of Nuvel common stock for each share of Series OH-1 Convertible Preferred Stock). The Reverse Stock Split would not impact the number of outstanding shares of Series OH-2 Convertible Preferred Stock or the conversion ratio applicable thereto.
- [F4]Mr. Hattara is the sole officer and director of MetaConn Corporation and disclaims beneficial ownership except to the extent of his pecuniary interest therein.
- [F5]In accordance with the terms of the Merger Agreement, each share of OrangeHook preferred stock was exchanged for one share of a new series of preferred stock of Nuvel, par value $0.001 per share, titled "Series OH-2 Convertible Preferred Stock." Each share of Series OH-2 Convertible Preferred Stock is convertible at any time into 143 shares of common stock at the election of the holder.
- [F6]Each share of Series OH-2 Convertible Preferred Stock is convertible at any time at the election of the holder into 143 shares of Nuvel common stock and does not have an expiration date.
- [F7]Fully exercisable.
- [F8]Exercisable into shares of Series OH-1 Convertible Preferred Stock at a price of $298.40 per share prior to the Reverse Stock Split and into shares of common stock at an exercise price of $14.00 per share after the Reverse Stock Split.
Documents
Issuer
NUVEL HOLDINGS, INC.
CIK 0001503985
Entity typeoperating
IncorporatedFL
Related Parties
1- filerCIK 0001503985
Filing Metadata
- Form type
- 4
- Filed
- Dec 12, 7:00 PM ET
- Accepted
- Dec 13, 5:36 PM ET
- Size
- 18.5 KB