KNETZGER EDWIN L III 4

Accession 0001104659-11-024424

CIK 0001179090other

View on SEC.gov Company Profile

Filed

Apr 28, 8:00 PM ET

Accepted

Apr 29, 5:17 PM ET

Size

25.1 KB

Accession

0001104659-11-024424

Insider Transaction Report

Form 4

Period: 2010-10-07

Bonds.com Group, Inc.OTCBB:BDCG

KNETZGER EDWIN L III

10% Owner

Transactions

Other
Common Stock
2010-10-07$0.24/sh+7,116,900$1,708,056→ 16,958,130 total(indirect: See Footnote)
Other
Rights to purchase common stock
2010-10-07−5,200,550→ 0 total
Exercise: $0.38From: 2009-09-02Exp: 2013-01-13→ Common Stock (2,948,310 underlying)
Other
Conditional rights to purchase common stock
2010-10-07−8,964,526→ 0 total
Exercise: $0.38→ Common Stock (8,964,526 underlying)
Other
Common Stock
2010-10-07$0.24/sh+5,629,149$1,350,996→ 5,629,149 total
Other
Common Stock
2010-10-19−500,000→ 5,129,149 total
Other
Rights to purchase common stock
2010-10-07−26,568,900→ 0 total(indirect: See Footnote)
Exercise: $0.38From: 2009-12-31Exp: 2012-12-31→ Common Stock (26,568,000 underlying)
Other
Rights to purchase common stock
2010-10-07−333,334→ 0 total
Exercise: $0.38From: 2009-09-02Exp: 2012-09-02→ Common Stock (333,334 underlying)

Footnotes (9)

[F1]Fund Holdings LLC ("Fund Holdings") and Bonds.com Group, Inc. (the "Issuer") 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 the Issuer 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"). 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,
[F2]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. 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.
[F3]On December 23, 2009, Fund Holdings and the Issuer 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.
[F4]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.
[F5]Prior to the closing of the Exchange Offer (as defined in Note (3) below), 1,561,556 of the Conditional Rights expired due to the expiration or cancellation of the third party purchase rights held by third parties upon which the exercise of such Conditional Rights was conditioned.
[F6]Pursuant to an exchange offer conducted by the Issuer that expired on October 7, 2010 (the "Exchange Offer"), Fund Holdings tendered all of the 26,568,000 Ordinary Rights it owned in exchange for 7,116,900 shares of Common Stock. The 16,958,130 shares of Common Stock are owned directly by Fund Holdings LLC of which Mr. Knetzger is the sole manager. Mr. Knetzger owns only a 17.4% interest in Fund Holdings. Therefore, Mr. Knetzger disclaims any beneficial ownership with respect to more than 17.4% of the shares of Common Common held by Fund Holdings.
[F7]In the Exchange Offer, Mr. Knetzger tendered (a) all of his Ordinary Purchase Rights in exchange for 1,424,643 shares of Common Stock, (b) all of his Special Rights in exchange for 86,111 shares of Common Stock and (c) all of his outstanding Conditions Rights in exchange for 4,118,395 shares of Common Stock. Under the terms of the tender offer, Ordinary Rights, Special Rights and Conditional Rights were all exchanged based upon a per share price of Common Stock equal to $0.24.
[F8]As mentioned in Note 1 above, the Conditional Rights were 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) would 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.
[F9]On October 19, 2010, Mr. Knetzger transferred 500,000 shares of Common Stock owned by him to Black-II Trust in consideration for that entity's willingness to enter into a settlement agreement with the Company.

Documents

1 file

4
a4.xmlPrimary
4

Issuer

Bonds.com Group, Inc.

CIK 0001179090

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Entity typeother

Related Parties

filerCIK 0001276543

Filing Metadata

Form type: 4
Filed: Apr 28, 8:00 PM ET
Accepted: Apr 29, 5:17 PM ET
Size: 25.1 KB

View on SEC.gov