3//SEC Filing
HCP-FVA, LLC 3
Accession 0001144204-17-060413
CIK 0000922521other
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 4:09 PM ET
Size
8.7 KB
Accession
0001144204-17-060413
Insider Transaction Report
Form 3
HCP-FVA, LLC
Director10% Owner
Holdings
- 851,354
Common Stock
Series A Convertible Preferred Stock
From: 2013-09-16→ Common Stock, par value $0.001, per share (8,781,515 underlying)Warrants
Exercise: $0.00From: 2017-11-17Exp: 2027-11-17→ Common Stock, par value $0.001, per share (13,859,128 underlying)
Footnotes (5)
- [F1]The Series A Convertible Preferred Stock (the "Preferred Stock") of Falconstor Software Inc. (the "Issuer") is convertible at any time, at the holder's election, into common stock of the Issuer (the "Common Stock") and has no expiration date. The Preferred Stock accrues dividends which may, under circumstances, be paid in shares of Common Stock.
- [F2]The Preferred Stock reported herein is held by HCP-FVA, LLC, a Delaware limited liability company ("HCP-FVA"). Hale Capital Partners, LP, a Delaware limited partnership ("HCP"), is the sole member of HCP-FVA. The securities reported herein were purchased from the Issuer pursuant to a Preferred Stock Purchase Agreement, dated as of September 16, 2013, between HCP and the Issuer.
- [F3]The shares of Preferred Stock held by HCP-FVA are convertible into 8,781,515 shares of Common Stock (without giving effect any limitations on conversion due to the Blocker, as defined below). The Certificate of Designations for the Preferred Stock contains a 9.99% beneficial ownership blocker (the "Blocker") and, as a result, the number of shares of Common Stock issuable upon conversion of the shares of the Preferred Stock held by HCP-FVA are limited pursuant to the terms of the Blocker.
- [F4]Each share of Preferred Stock has a stated value of $10 (the "Stated Value"). Each share Preferred Stock is initially convertible into such number of shares of Common Stock determined by dividing the Stated Value by $1.02488, the initial conversion price of the Preferred Stock. The conversion price of the Preferred Stock is subject to adjustment from time to time in accordance with the terms of the Certificate of Designations of the Preferred Stock.
- [F5]The Warrants were issued to HCP-FVA in connection with (i) a loan made to the Issuer by HCP-FVA in the principal amount of $500,000 and (ii) a commitment from HCP to purchase up to $3,000,000 worth of units from the Issuer in a proposed private placement of units subject to, and on the terms and conditions set forth in, a certain commitment letter, dated as of November 17, 2017, by and between HCP and the Issuer.
Documents
Issuer
FALCONSTOR SOFTWARE INC
CIK 0000922521
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001723425
Filing Metadata
- Form type
- 3
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 4:09 PM ET
- Size
- 8.7 KB