LEDECKY JONATHAN J 4
4 · Appgate, Inc. · Filed Oct 14, 2021
Insider Transaction Report
Form 4
Appgate, Inc.APGT
LEDECKY JONATHAN J
10% Owner
Transactions
- Disposition to Issuer
Convertible Note
2021-10-12$367000.00/sh−367,000$134,689,000,000→ 0 total(indirect: By LLC)Exp: 2021-08-31→ Common Stock (367,000 underlying) - Disposition to Issuer
Common Stock, par value $0.001 per share
2021-10-12−218,427→ 9,291,013 total(indirect: By Ironbound Partners Fund)
Footnotes (4)
- [F1]The reporting person contributed these shares to the Issuer for cancellation for no additional consideration in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Reorganization, dated as of February 8, 2021 ("Merger Agreement"), entered into among the Issuer, Newtown Merger Sub Corp. and Cyxtera Cybersecurity, Inc. d/b/a AppGate.
- [F2]Held by Ironbound Partners Fund, LLC (the "Fund"). The reporting person is the manager of the Fund and has the authority and responsibility for the investments made by the Fund. As such, the reporting person was deemed to be the beneficial owner of the securities held by the Fund. The reporting person disclaims beneficial ownership of the securities held by the Fund, except to the extent of his pecuniary interest therein.
- [F3]Convertible notes in the aggregate principal amount of $367,000 were repaid and cancelled by mutual agreement of the reporting person and the Issuer upon consummation by the Issuer of the transactions contemplated by the Merger Agreement.
- [F4]The principal and accrued interest on the Note is convertible into shares of the Company's common stock upon the consummation of a "Fundamental Transaction" (as defined in the Note) at the "Conversion Price" (as defined in the Note).