Friedman Clifford H 4
4 · MTM Technologies, Inc. · Filed Jan 10, 2006
Insider Transaction Report
Form 4
Friedman Clifford H
Director10% Owner
Transactions
- Purchase
Series A-5 Convertible Preferred Stock
2005-11-23$3.25/sh+230,416$748,852→ 230,416 total(indirect: By CVC)→ Common Stock (230,416 underlying) - Purchase
Series A-5 Convertible Preferred Stock
2005-11-23$3.25/sh+122,617$398,505→ 122,617 total(indirect: By Offshore)→ Common Stock (122,617 underlying) - Purchase
Series A-5 Convertible Preferred Stock
2005-11-23$3.25/sh+102,751$333,941→ 102,751 total(indirect: By BSC)→ Common Stock (102,751 underlying)
Footnotes (3)
- [F1]The Series A-5 Convertible Preferred Stock, $0.001 par value per share ("Series A-5 Preferred Stock") is convertible into shares of Common Stock, $0.001 par value per share, of the Issuer ("Common Stock") at any time at the election of the individual holders. The Series A-5 Preferred Stock will automatically convert into Common Stock if at any time following the 18 months after the issuance of the Series A-5 Preferred Stock, the volume weighted average closing price of the Common Stock for the immediately preceding 60 consecutive trading days exceeds four times the applicable Series A-5 Preferred Stock conversion price then in effect. The Series A-5 Preferred Stock will convert to Common Stock, initially at a ratio of one share of Common Stock for every share of Series A-5 Preferred Stock, subject to adjustments for common dilutive equity issuances for stock splits, stock dividends and similar events. There is no expiration date applicable to the Series A-5 Preferred Stock.
- [F2]There will be no automatic conversion of the Series A-5 Preferred Stock unless, at the time of such proposed conversion, the Issuer shall have on file with the SEC an effective registration statement with respect to the shares of Common Stock issued or issuable to the holders (A) on conversion of the Series A Preferred Stock, $0.001 par value per share, of the Issuer ("Series A Preferred Stock") then issued or issuable to such holders, (B) on exercise of all of the warrants to purchase Common Stock pursuant to the Purchase Agreement, dated as of January 29, 2004, between the Issuer and the purchaser named therein,and (C) on exercise of all the warrants to purchase Common Stock pursuant to that certain Purchase Agreement dated on or about the date of the Issuer's Restated Certificate of Incorporation, between the Issuer and the purchasers named therein, as it may be amended, supplemented or restated from time to time, and such shares of Common Stock have been listed on the Nasdaq Stock Market (or other national stock exchange or national over-the-counter bulletin board approved by the holders of a majority of the then outstanding shares of Series A Preferred Stock).
- [F3]The Reporting Person is a member and senior managing director of Constellation Ventures Management II, LLC ("Management"). Management is the sole managing general partner of The BSC Employee Fund VI, L.P. ("BSC"), the sole general partner of Constellation Venture Capital II, L.P. ("CVC") and the sole general partner of Constellation Venture Capital Offshore II, L.P. ("Offshore"). The Reporting Person disclaims beneficial ownership of any securities that exceed his pecuniary interest in the securities held by these entities.