4//SEC Filing
Mandel James 4
Accession 0000914190-18-000076
CIK 0001503985other
Filed
Feb 25, 7:00 PM ET
Accepted
Feb 26, 7:18 PM ET
Size
22.4 KB
Accession
0000914190-18-000076
Insider Transaction Report
Form 4
ORANGEHOOK, INC.ORHK
MANDEL JAMES
DirectorPresident & CEO10% Owner
Transactions
- Gift
Common Stock
2017-04-06−200,000→ 800,001 total - Conversion
Series OH-1 Convertible Preferred Stock
2016-12-27−46,917.38→ 0 total→ Common Stock (1,000,000 underlying) - Other
Common Stock
2017-12-31+18,736→ 818,737 total - Other
Common Stock Purchase Warrant
2017-12-31+15,015→ 15,015 total(indirect: By Shorewood Village Shopping Center, Inc.)Exercise: $7.00Exp: 2024-12-31→ Common Stock (15,015 underlying) - Other
Series OH-2 Convertible Preferred Stock
2017-12-31+210→ 210 total(indirect: By Shorewood Village Shopping Center, Inc.)→ Common Stock (30,030 underlying) - Conversion
Common Stock
2016-12-27+1,000,000→ 1,000,001 total
Holdings
- 1
Common Stock
- 368
Series OH-2 Convertible Preferred Stock
→ Common Stock (52,624 underlying) - 17,875
Common Stock Purchase Warrant
Exercise: $7.00Exp: 2021-10-16→ Common Stock (17,875 underlying) - 8,437
Common Stock Purchase Warrant
Exercise: $7.00Exp: 2023-03-01→ Common Stock (8,437 underlying)
Footnotes (10)
- [F1]On 12-1-16, OrangeHook, Inc., a Florida corporation formerly named Nuvel Holdings, Inc. (the "Company"), acquired OrangeHook, Inc., a Minnesota corporation, under an Agreement and Plan of Merger (the "Transaction"). On 12-27-2016, the Company amended its articles of incorporation to, among other administrative revisions, effect a one-for-1,200,000 reverse stock split of the Company's common stock (the "Reverse Stock Split"). The Reverse Stock Split did not affect the par value of the Company's common stock or the number of shares of capital stock authorized for issuance.
- [F10]Mr. Mandel is the sole trustee of the trust that owns Shorewood Village Shopping Center, Inc.
- [F2]Represents the conversion of 46,917.38 shares of Series OH-1 Convertible Preferred Stock into common stock.
- [F3]Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued shares of Common Stock in lieu of the payment of $93,675.03 of cash dividends accrued on shares of Series OH-2 Convertible Preferred Stock, at a conversion rate of one share of Common Stock per $5.00 of accrued dividends. The conversion was dated effective as of 12-31-17.
- [F4]Each share of Series OH-2 Convertible Preferred Stock is convertible at any time at the election of the holder into 143 shares of OrangeHook common stock and does not have an expiration date.
- [F5]Upon completion of the Reverse Stock Split, all securities convertible or exercisable into shares of Series OH-1 Convertible Preferred Stock were converted into shares or other securities convertible or exercisable into common stock (the "Conversion").
- [F6]This warrant was previously reported as covering 838.65 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- [F7]Fully exercisable.
- [F8]This warrant was previously reported as covering 395.84 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- [F9]Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued Units, consisting of Series OH-2 Preferred Stock and Warrants, upon the conversion of outstanding debt, with a conversion price of one Unit per $1,000 of converted debt. The conversion was dated effective as of 12-31-17.
Documents
Issuer
ORANGEHOOK, INC.
CIK 0001503985
Entity typeother
Related Parties
1- filerCIK 0001276614
Filing Metadata
- Form type
- 4
- Filed
- Feb 25, 7:00 PM ET
- Accepted
- Feb 26, 7:18 PM ET
- Size
- 22.4 KB