4//SEC Filing
Murchie Edward M. 4
Accession 0001144204-10-042007
CIK 0001058027other
Filed
Aug 5, 8:00 PM ET
Accepted
Aug 6, 5:31 PM ET
Size
20.9 KB
Accession
0001144204-10-042007
Insider Transaction Report
Form 4
STEELCLOUD INCSCLD.PK
Murchie Edward M.
Director10% Owner
Transactions
- Sale
Common Stock
2010-07-02$0.07/sh−2,500,000$180,000→ 0 total(indirect: See Note) - Purchase
Series A Preferred Stock
2010-07-02$2.00/sh+90,000$180,000→ 90,000 total(indirect: See Note)Exercise: $0.10From: 2010-07-02→ Common Stock (1,800,000 underlying) - Sale
Convertible Notes
2010-07-02$500000.00/sh−500,000$250,000,000,000→ 0 total(indirect: See Note)Exercise: $0.10From: 2010-07-02→ Common Stock (5,000,000 underlying) - Purchase
Convertible Notes
2010-07-02$570000.00/sh+570,000$324,900,000,000→ 0 total(indirect: See Note)Exercise: $0.10From: 2010-07-02→ Common Stock (5,700,000 underlying)
Holdings
- 182,813(indirect: See Note)
Warrants
Exercise: $0.15From: 2009-11-23Exp: 2013-11-23→ Common Stock (182,813 underlying) - 150,000
Common Stock
- 382,813(indirect: See Note)
Warrants
Exercise: $0.15From: 2009-07-01Exp: 2013-07-01→ Common Stock (382,813 underlying) - 121,875(indirect: See Note)
Warrants
Exercise: $0.15From: 2009-11-04Exp: 2013-11-04→ Common Stock (121,875 underlying) - 1,500,000(indirect: See Note)
Warrants
Exercise: $0.15From: 2010-03-31Exp: 2014-03-31→ Common Stock (1,500,000 underlying)
Footnotes (5)
- [F1]The Reporting Person is the President and controlling shareholder of Caledonia Capital Corporation ("Caledonia"). In that capacity, he may be deemed to be the beneficial owner of securities of the Issuer owned by Caledonia for Section 16 reporting purposes. Caledonia was the legal and record owner of the 2,500,000 shares of the Issuer's common stock ("Common Stock") reported sold in Table 1 until July 2, 2010. On that date, Caledonia entered into an Exchange Agreement with the Issuer pursuant to which Caledonia exchanged 2,500,000 shares of Common Stock for 90,000 shares of the Issuer's Series A Preferred Stock ("Preferred Stock"). A copy of the Exchange Agreement is attached to the Issuer's Current Report on Form 8-K dated July 9, 2010.
- [F2]Each share of Preferred Stock held by Caledonia is convertible into Common Stock at $0.10 per share (subject to customary adjustments for stock splits and similar events), with no expiration date. The Reporting Person disclaims beneficial ownership of such Preferred Stock and the Common Stock issuable upon conversion of the Preferred Stock, except to the extent of his beneficial interest in Caledonia.
- [F3]The Reporting Person is the President and controlling shareholder of Caledonia. In that capacity, he may be deemed to be the beneficial owner of securities of the Issuer owned by Caledonia for Section 16 reporting purposes. Caledonia was the legal and record owner of two convertible promissory notes of the Issuer with an aggregate principal balance of $500,000 (the "Old Caledonia Notes") until July 2, 2010. On that date, the Issuer issued a new convertible promissory note in the principal amount of $570,000 (the "New Caledonia Note"), in satisfaction of the Old Caledonia Notes. Copies of the definitive transaction agreements are attached to the Issuer's Current Report on Form 8-K dated July 9, 2010.
- [F4]The New Caledonia Note is convertible into Common Stock at $0.10 per share (subject to customary adjustments for stock splits and similar events), with no expiration date. The Reporting Person disclaims beneficial ownership of the New Caledonia Note and the Common Stock issuable upon conversion of the New Caledonia Note, except to the extent of his beneficial interest in Caledonia.
- [F5]The Reporting Person is the President and controlling shareholder of Caledonia. In that capacity, he may be deemed to be the beneficial owner of securities of the Issuer owned by Caledonia for Section 16 reporting purposes. Caledonia is the legal and record owner of warrants exercisable for a total of 2,187,501 shares of Common Stock at $0.15 per share (subject to customary adjustments for stock splits and similar events). The Reporting Person disclaims beneficial ownership of such warrants and the Common Stock issuable upon conversion of such warrants, except to the extent of his beneficial interest in Caledonia.
Documents
Issuer
STEELCLOUD INC
CIK 0001058027
Entity typeother
Related Parties
1- filerCIK 0001488945
Filing Metadata
- Form type
- 4
- Filed
- Aug 5, 8:00 PM ET
- Accepted
- Aug 6, 5:31 PM ET
- Size
- 20.9 KB