4//SEC Filing
Riess Robert F. 4
Accession 0000914190-18-000112
CIK 0001503985other
Filed
Mar 4, 7:00 PM ET
Accepted
Mar 5, 10:43 AM ET
Size
15.2 KB
Accession
0000914190-18-000112
Insider Transaction Report
Form 4
ORANGEHOOK, INC.ORHK
Riess Robert F.
DirectorCOO & CMO
Transactions
- Other
Common Stock
2017-12-31+7,036→ 143,813 total - Conversion
Series OH-1 Convertible Preferred Stock
2016-12-27−6,417.22→ 0 total→ Common Stock (136,777 underlying) - Conversion
Common Stock
2016-12-27+136,777→ 136,777 total
Holdings
- 130
Series OH-2 Convertible Preferred Stock
→ Common Stock (18,590 underlying) - 7,150
Common Stock Warrants (right to buy)
Exercise: $7.00Exp: 2021-10-16→ Common Stock (7,150 underlying) - 2,145
Common Stock Warrants (right to buy)
Exercise: $7.00Exp: 2023-03-01→ Common Stock (2,145 underlying)
Footnotes (8)
- [F1]Represents the conversion of 6,417.22 shares of Series OH-1 Convertible Preferred Stock into common stock.
- [F2]Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued shares of Common Stock in lieu of the payment of $35,174.76 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.
- [F3]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.
- [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 335.46 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 100.64 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
Documents
Issuer
ORANGEHOOK, INC.
CIK 0001503985
Entity typeother
Related Parties
1- filerCIK 0001684201
Filing Metadata
- Form type
- 4
- Filed
- Mar 4, 7:00 PM ET
- Accepted
- Mar 5, 10:43 AM ET
- Size
- 15.2 KB