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4//SEC Filing

KNETZGER EDWIN L III 4

Accession 0001104659-10-001897

CIK 0001179090other
View on SEC.govCompany Profile

Filed

Jan 14, 7:00 PM ET

Accepted

Jan 15, 4:26 PM ET

Size

25.6 KB

Accession

0001104659-10-001897

Insider Transaction Report

Form 4
Period: 2009-11-06
Bonds.com Group, Inc.OTCBB:BDCG
KNETZGER EDWIN L III
10% Owner
Transactions
  • Purchase

    Conditional rights to purchase common stock

    2009-12-31$0.38/sh+8,964,526$3,361,697→ 8,964,526 total
    Exercise: $0.38→ Common Stock (8,964,526 underlying)
  • Purchase

    Rights to purchase common stock

    2009-12-31$0.38/sh+12,168,000$4,563,000→ 26,568,000 total(indirect: By LLC)
    Exercise: $0.38From: 2009-12-31Exp: 2012-12-31→ Common Stock (12,168,000 underlying)
  • Purchase

    Common Stock

    2009-12-31$0.38/sh+4,507,203$1,690,201→ 9,841,230 total(indirect: By LLC)
  • Purchase

    Rights to purchase common stock

    2009-01-11$0.38/sh+1,054,240$395,340→ 5,120,574 total
    Exercise: $0.38From: 2010-01-11Exp: 2013-01-11→ Common Stock (1,054,240 underlying)
  • Purchase

    Rights to purchase common stock

    2009-01-13$0.38/sh+413,310$154,991→ 5,533,884 total
    Exercise: $0.38From: 2010-01-13Exp: 2013-01-13→ Common Stock (413,310 underlying)
  • Purchase

    Rights to purchase common stock

    2009-12-31$0.38/sh+2,135,000$800,625→ 4,066,334 total
    Exercise: $0.38From: 2009-12-31Exp: 2012-12-31→ Common Stock (2,135,000 underlying)
Footnotes (8)
  • [F1]Fund Holdings LLC ("Fund Holdings") and Bonds.com Group, Inc. ("Bonds") entered into a unit purchase agreement, dated as of August 28, 2009 (as amended, the "Purchase Agreement"), pursuant to which Fund Holdings was entitled to purchase, in up to three closings, a total of 5,000 units at a price of $1,000 per unit. Each unit (a "Unit") consists of 2,667 shares of Bonds common stock ("Common Stock"), equating to a per share price of $0.375, and (ii) rights to purchase an additional 9,597 shares of Common Stock at a per share price of $0.375 ("Ordinary Rights").
  • [F2]Under the Purchase Agreement, Fund Holdings was also entitled to certain other rights to acquire shares of Common Stock, including (a) rights to immediately acquire an additional 1,000,000 shares of Common Stock ("Special Rights") and (b) conditional rights to acquire an additional 26,893,580 shares of Common Stock, where the ability to exercise such rights is conditioned upon the exercise of one or more existing purchase rights held by third parties ("Conditional Rights"). In connection with the Initial Closing (defined below), Fund Holdings assigned 2,397 of the Ordinary Rights with respect to each Unit, all of the Special Rights and all of the Conditional Rights to certain other persons, including the manager of Fund Holdings, Mr. Edwin L. Knetzger, III. On September 2, 2009 (the "Initial Closing"), Fund Holdings purchased 1,000 Units and received 2,667,000 shares of Common Stock and 7,200,000 Ordinary Rights.
  • [F3]Mr. Knetzger was issued 333,334 Special Rights and 799,000 Ordinary Rights in connection with the Initial Closing. On November 6, 2009 (the "Second Closing"), Fund Holdings purchased another 1,000 Units and received 2,667,000 shares of Common Stock and 7,200,000 Ordinary Rights. Mr. Knetzger was issued 799,000 Ordinary Rights in connection with the Second Closing.
  • [F4]On December 23, 2009, Fund Holdings and Bonds amended the Purchase Agreement to permit other investors to purchase certain of the Units allocated to Fund Holdings; provided that such investors would be issued 2,677 shares of Common Stock and 7,200 Ordinary Rights per Unit and Fund Holdings would be entitled to purchase 2,397 Ordinary Rights per unit at a price of $1.00 per Unit. On December 31, 2009 (the "Third Closing"), Fund Holdings purchased 1,690 Units and received 4,507,230 shares of Common Stock and 12,168,000 Ordinary Rights. In addition, at the Third Closing, Fund Holdings purchased 3,140,070 Ordinary Rights in connection with 1,310 Units purchased by Laidlaw Venture Partners III and assigned those Ordinary Rights to other persons, including Mr. Knetzger. As a result, in connection with the Third Closing, Mr. Knetzger was issued 2,135,000 Ordinary Rights and 8,964,526 Conditional Rights.
  • [F5]On January 11, 2010 (the "UBS Closing"), Fund Holdings purchased 4,218,720 Ordinary Rights in connection with 1,760 Units purchased by UBS Americas Inc., but relinguished its rights to and returned to the Company 1,056,000 of such Ordinary Rights. Fund Holdings assigned the remaining 3,162,720 Ordinary Rights to other persons, including Mr. Knetzger. As a result, in connection with the UBS Closing, Mr. Knetzger was issued 1,054,240 Ordinary Rights. On January 13, 2010 (the "Final Closing"), Fund Holdings purchased 1,653,930 Ordinary Rights in connection with 690 Units purchased by Laidlaw Venture Partners III and assigned those Ordinary Rights to other persons, including Mr. Knetzger. As a result, in connection with the Final Closing, Mr. Knetzger was issued 413,310 Ordinary Rights.
  • [F6]The 9,841,230 shares of Common Stock and 26,568,000 Ordinary Rights are owned directly by Fund Holdings LLC of which Mr. Knetzger is the sole manager. Mr. Knetzger owns only a 16.3% interest in Fund Holdings. Therefore, Mr. Knetzger disclaims any beneficial ownership with respect to such shares of Common Stock and Ordinary Rights, except for his pecuniary interest in 16.3% of such shares and Ordinary Rights.
  • [F7]Pursuant to the assignment referenced in footnote 1 above, Mr. Knetzger received (i) 799,000 of the Ordinary Rights and 333,334 Special Rights in connection with the Initial Closing, (ii) 799,000 Ordinary Rights in connection with the Second Closing, (iii) 2,135,000 Ordinary Rights and 8,964,526 Conditional Rights in connection with the Third Closing, (iv) 1,054,240 Ordinary Rights in connection with the UBS Closing and (v) 413,310 Ordinary Rights in connection with the Final Closing.
  • [F8]As mentioned in footnote 1 above, the Conditional Rights are not exercisable unless and until outstanding options, warrants and/or purchase rights currently outstanding and held by third parties ("Matched Rights") are exercised. Upon such exercise, the corresponding Conditional Rights (or a portion thereof) become exercisable for a three year period. Therefore, neither the date exercisable nor the expiration date are determinable until the exercise of the corresponding Matched Rights.

Documents

1 file

Issuer

Bonds.com Group, Inc.

CIK 0001179090

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Entity typeother

Related Parties

1
  • filerCIK 0001276543

Filing Metadata

Form type
4
Filed
Jan 14, 7:00 PM ET
Accepted
Jan 15, 4:26 PM ET
Size
25.6 KB
View on SEC.gov