4//SEC Filing
HCP-FVA, LLC 4
Accession 0001144204-18-053467
CIK 0000922521other
Filed
Oct 10, 8:00 PM ET
Accepted
Oct 11, 4:01 PM ET
Size
10.1 KB
Accession
0001144204-18-053467
Insider Transaction Report
Form 4
HCP-FVA, LLC
Director10% Owner
Transactions
- Sale
Series A Convertible Preferred Stock
2018-10-09$12.05/sh−342,000$4,121,100→ 558,000 total→ Common Stock (3,336,976 underlying) - Disposition to Issuer
Warrants
2018-10-09−63,610,935→ 304,922,695 totalExercise: $0.00→ Common Stock (63,610,935 underlying)
Footnotes (6)
- [F1]Each share of Series A Convertible Preferred Stock ("Preferred Stock") of Falconstor Software Inc. (the "Issuer") has a stated value of $10 (the "Stated Value"). Each share of Preferred Stock is initially convertible into such number of shares of common stock of Issuer ("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 Amended and Restated Certificate of Designations of the Preferred Stock.
- [F2]The Preferred Stock is convertible at any time, at the holder's election, into Common Stock and has no expiration date.
- [F3]In connection with the October 9, 2018 closing of the private placement of units (the "Financing") to certain stockholders of the Issuer as contemplated by that certain commitment letter, dated as of November 17, 2017, by and between Hale Capital Partners, LP and the Issuer (the "Commitment"), HCP-FVA, LLC ("HCP-FVA") sold 342,000 shares of Preferred Stock to such participating stockholders for an aggregate purchase price of $4,120,152.23, which equates to a per share purchase price of $12.05.
- [F4]The warrants to purchase Common Stock that are reported in this Form 4 are presently exercisable and expire on February 23, 2028.
- [F5]In connection with the closing of the Financing, 63,610,935 of the warrants previously issued by the Issuer to HCP-FVA in connection with HCP-FVA's purchase of $3,000,000 of units upon the closing of the Commitment were cancelled for no consideration.
- [F6]Includes the backstop warrants held by HCP-FVA to purchase 1,543,630 shares of Common Stock as set forth in the previous filings of HCP-FVA.
Documents
Issuer
FALCONSTOR SOFTWARE INC
CIK 0000922521
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001723425
Filing Metadata
- Form type
- 4
- Filed
- Oct 10, 8:00 PM ET
- Accepted
- Oct 11, 4:01 PM ET
- Size
- 10.1 KB