4//SEC Filing
Snyder Steven 4
Accession 0001144204-10-046335
CIK 0001058027other
Filed
Aug 23, 8:00 PM ET
Accepted
Aug 24, 11:49 AM ET
Size
19.0 KB
Accession
0001144204-10-046335
Insider Transaction Report
Form 4
STEELCLOUD INCSCLD.PK
Snyder Steven
Chief Financial Officer
Transactions
- Sale
Convertible Notes
2010-07-02$450000.00/sh−450,000$202,500,000,000→ 0 total(indirect: See Notes)Exercise: $0.10From: 2010-07-02→ Common Stock (4,500,000 underlying) - Purchase
Convertible Notes
2010-07-02$570000.00/sh+570,000$324,900,000,000→ 0 total(indirect: See Notes)Exercise: $0.10From: 2010-07-02→ Common Stock (5,700,000 underlying) - Sale
Common Stock
2010-07-02$0.10/sh−2,500,000$250,000→ 0 total(indirect: See Notes) - Purchase
Series A Preferred Stock
2010-07-02$2.00/sh+90,000$180,000→ 90,000 total(indirect: See Notes)Exercise: $0.10From: 2010-07-02→ Common Stock (1,800,000 underlying)
Holdings
- 2,000,000(indirect: See Notes)
Warrants
Exercise: $0.15From: 2010-03-31Exp: 2014-03-31→ Common Stock (2,000,000 underlying) - 500,000
Common Stock
- 625,000(indirect: See Notes)
Warrants
Exercise: $0.15From: 2009-07-01Exp: 2013-07-01→ Common Stock (625,000 underlying)
Footnotes (6)
- [F1]The Reporting Person's indirect beneficial ownership of (a) the Issuer's common stock ("Common Stock"), (b) the Issuer's Series A Preferred Stock ("Preferred Stock"), (c) the convertible notes of the Issuer and (d) the warrants of the Issuer reported herein is the result of an investment he made in Caledonia Capital Corporation ("Caledonia") prior to his serving as the Issuer's Chief Financial Officer. Caledonia purchased these securities from the Issuer and holds them in its name; however, the Reporting Person has an indirect pecuniary interest in such securities and accordingly may be deemed to be the beneficial owner of such securities for Section 16 reporting purposes. As noted below, the Reporting Person disclaims beneficial ownership of such securities, except to the extent of his beneficial interest in Caledonia.
- [F2]Caledonia was the legal and record owner of the 2,500,000 shares of 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 Preferred Stock and $70,000 in convertible debt (included in the New Caledonia Note described in Note 4). A copy of the Exchange Agreement is attached to the Issuer's Current Report on Form 8-K dated July 9, 2010. 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 the foregoing Common Stock and Preferred Stock, and the Common Stock issuable upon conversion of the Preferred Stock, except to the extent of his beneficial interest in Caledonia.
- [F3]Of the 500,000 shares of Common Stock reported as owned directly by the Reporting Person, 233,333 shares remain subject to vesting at the rate of 33,333.33 shares per month, through the last day of February 2011.
- [F4]Caledonia was the legal and record owner of two convertible promissory notes of the Issuer with an aggregate principal balance of $450,000 (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 (representing $450,000 of such new principal balance), as payment of a note modification fee (representing $50,000 of such new principal balance) and as partial consideration for the exchange of Common Stock for Preferred Stock as described in Note 2 (representing the remaining $70,000 of such new principal balance). Copies of the definitive transaction agreements are attached to the Issuer's Current Report on Form 8-K dated July 9, 2010.
- [F5]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 Old Caledonia Notes, 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.
- [F6]Caledonia is the legal and record owner of 2,625,000 warrants of the Issuer in which the Reporting Person has an indirect pecuniary interest as described in Note 1. Such warrants are exercisable for 2,625,000 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 0001488879
Filing Metadata
- Form type
- 4
- Filed
- Aug 23, 8:00 PM ET
- Accepted
- Aug 24, 11:49 AM ET
- Size
- 19.0 KB