BAUMEL WILLIAM R 4
4 · EdgeWave, Inc. · Filed Dec 7, 2011
Insider Transaction Report
Form 4
EdgeWave, Inc.EWVE.OB
BAUMEL WILLIAM R
Director
Transactions
- Disposition to Issuer
3% Convertible Note due 2014
2011-12-05$1100025.00/sh−961,284$1,057,436,432,100→ 0 total(indirect: See footnote)Exercise: $1.10From: 2010-09-20Exp: 2014-07-30→ Common Stock (961,284 underlying) - Award
7.0% Secured Subordinated Convertible Note due 2015
2011-12-05$1700000.00/sh+2,428,571$4,128,570,700,000→ 2,428,571 total(indirect: See footnote)Exercise: $0.70From: 2011-12-05Exp: 2015-12-04→ Common Stock (2,428,571 underlying)
Footnotes (2)
- [F1]On December 5, 2011, RWI Ventures II, L.P. ("RWI") entered into a Securities Purchase Agreement and Note Prepayment Agreement with the Issuer. Under these agreements, the Issuer cancelled the 3% Convertible Notes held by RWI with an outstanding balance of principal and interest of approximately $1,100,025.75, RWI invested new cash of $599,974.25, and the Issuer issued to RWI a new 7.0% Secured Subordinated Convertible Note due December 4, 2015, convertible at $0.70 per share, with an initial principal balance of $1,700,000. Pursuant to action taken by the Board of Directors of the Issuer, the disposition of the 3% Convertible Notes was exempt under Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(e) of the SEC, and the acquisition of the 7.0% Secured Subordinated Convertible Note was exempt under Section 16(b) pursuant to Rule 16b-3(d)(1).
- [F2]The reported securities are owned directly by RWI, and indirectly by RWI Ventures II Management LLC, as general partner of RWI, and William R. Baumel, as a managing member of RWI Ventures II Management LLC. RWI Ventures II Management LLC and Mr. Baumel disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.