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4//SEC Filing

MILLER DONALD 4

Accession 0000914190-18-000084

CIK 0001503985other
View on SEC.govCompany Profile

Filed

Feb 25, 7:00 PM ET

Accepted

Feb 26, 7:22 PM ET

Size

49.7 KB

Accession

0000914190-18-000084

Insider Transaction Report

Form 4
Period: 2016-12-27
ORANGEHOOK, INC.ORHK
MILLER DONALD
Director10% Owner
Transactions
  • Conversion

    Series OH-1 Convertible Preferred Stock

    2016-12-27−8,914.3→ 0 total
    → Common Stock (190,000 underlying)
  • Purchase

    Common Stock Warrants (right to buy)

    2017-03-31+28,000→ 28,000 total
    Exercise: $10.00Exp: 2020-03-31→ Common Stock (28,000 underlying)
  • Purchase

    Common Stock Warrants (right to buy)

    2017-03-31+147,000→ 147,000 total
    Exercise: $10.00Exp: 2020-03-31→ Common Stock (147,000 underlying)
  • Purchase

    Common Stock Warrants (right to buy)

    2017-06-22+21,000→ 21,000 total
    Exercise: $10.00Exp: 2020-06-21→ Common Stock (21,000 underlying)
  • Gift

    Common Stock Warrants (right to buy)

    2017-06-22−21,000→ 0 total
    Exercise: $10.00Exp: 2020-06-21→ Common Stock (21,000 underlying)
  • Other

    Common Stock Warrants (right to buy)

    2017-12-31+117,975→ 117,975 total
    Exercise: $7.00Exp: 2024-12-31→ Common Stock (117,975 underlying)
  • Conversion

    Common Stock

    2016-12-27+190,000→ 190,000 total
  • Other

    Common Stock

    2017-12-31+53,384→ 243,384 total
  • Other

    Common Stock

    2017-12-31+542→ 682 total(indirect: By adult household member)
  • Conversion

    Series OH-1 Convertible Preferred Stock

    2016-12-27−6.57→ 0 total(indirect: By adult household member)
    → Common Stock (140 underlying)
  • Conversion

    Common Stock

    2016-12-27+140→ 140 total(indirect: By adult household member)
  • Gift

    Common Stock Warrants (right to buy)

    2017-03-31−28,000→ 0 total
    Exercise: $10.00Exp: 2020-03-31→ Common Stock (28,000 underlying)
  • Gift

    Common Stock Warrants (right to buy)

    2017-03-31−147,000→ 0 total
    Exercise: $10.00Exp: 2020-03-31→ Common Stock (147,000 underlying)
  • Other

    Series OH-2 Convertible Preferred Stock

    2017-12-31+1,650→ 1,650 total
    → Common Stock (235,950 underlying)
Holdings

  • Series OH-2 Convertible Preferred Stock

    (indirect: By adult household member)
    → Common Stock (1,430 underlying)
    10

  • Common Stock Warrants (right to buy)

    Exercise: $7.00Exp: 2022-01-05→ Common Stock (7,150 underlying)
    7,150

  • Common Stock Warrants (right to buy)

    Exercise: $7.00Exp: 2023-06-29→ Common Stock (5,000 underlying)
    5,000

  • Series OH-2 Convertible Preferred Stock

    → Common Stock (64,350 underlying)
    450

  • Common Stock Warrants (right to buy)

    Exercise: $7.00Exp: 2021-09-09→ Common Stock (17,875 underlying)
    17,875

  • Common Stock Warrants (right to buy)

    (indirect: By adult household member)
    Exercise: $7.00Exp: 2021-12-11→ Common Stock (715 underlying)
    715

  • Common Stock Warrants (right to buy)

    Exercise: $7.00Exp: 2022-04-01→ Common Stock (7,150 underlying)
    7,150

  • Common Stock Warrants (right to buy)

    Exercise: $7.00Exp: 2023-01-25→ Common Stock (50,000 underlying)
    50,000

  • Common Stock Warrants (right to buy)

    (indirect: By adult household member)
    Exercise: $7.00Exp: 2023-01-29→ Common Stock (50,000 underlying)
    50,000

  • Common Stock Warrants (right to buy)

    Exercise: $7.00Exp: 2023-10-25→ Common Stock (73,073 underlying)
    73,073
Footnotes (15)
  • [F1]Represents the conversion of 8,914.30 shares of Series OH-1 Convertible Preferred Stock into common stock.
  • [F10]This warrant was previously reported as covering 33.55 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
  • [F11]This warrant was previously reported as covering 335.46 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
  • [F12]This warrant was previously reported as covering 2,345.87 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
  • [F13]This warrant was previously reported as covering 234.59 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
  • [F14]This warrant was previously reported as covering 3,428.39 of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
  • [F15]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.
  • [F2]Represents the conversion of 6.57 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 $266,910.97 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]Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued shares of Common Stock in lieu of the payment of $2,705.78 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.
  • [F5]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.
  • [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 OrangeHook common stock and does not have an expiration date.
  • [F7]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").
  • [F8]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.
  • [F9]Fully exercisable.

Documents

1 file

Issuer

ORANGEHOOK, INC.

CIK 0001503985

→
Entity typeother

Related Parties

1
  • filerCIK 0001256159

Filing Metadata

Form type
4
Filed
Feb 25, 7:00 PM ET
Accepted
Feb 26, 7:22 PM ET
Size
49.7 KB
View on SEC.gov