4//SEC Filing
NARLIS NICHOLAS 4
Accession 0001181431-03-026552
CIK 0000933454other
Filed
Oct 13, 8:00 PM ET
Accepted
Oct 14, 5:59 PM ET
Size
12.7 KB
Accession
0001181431-03-026552
Insider Transaction Report
Form 4
VOXWARE INCvoxw
NARLIS NICHOLAS
Senior Vice President, CFO
Transactions
- Purchase
Series D Convertible Preferred Stock
2003-06-27$0.01/sh+305,851$4,588→ 305,851 total→ Common Stock (305,851 underlying) - Award
Option to purchase Common Stock
1999-11-08$0.75/sh+100,000$75,000→ 480,000 totalExercise: $0.75Exp: 2009-11-08→ Common Stock (1,000,000 underlying) - Purchase
Warrant to purchase Series D Convertible Preferred Stock
2003-06-27+33,333→ 33,333 totalExercise: $0.00From: 2003-06-27Exp: 2013-06-27→ Series D Convertible Preferred Stock - Award
Option to purchase Common Stock
2003-06-24$0.01/sh+3,000,000$45,000→ 9,000,000 totalExercise: $0.01Exp: 2013-06-24→ Common Stock (90,000,000 underlying) - Purchase
Warrant to purchase Common Stock
2003-06-27+6,667→ 6,667 totalExercise: $0.01Exp: 2013-06-27→ Common Stock (6,667 underlying)
Footnotes (8)
- [F1]These options are exercisable as to 25% of the shares issuable under this option one year from the transaction date and 6.25% at the end of each successive three-month period.
- [F2]1-for-1
- [F3]The shares of Series D Convertible Preferred Stock reported hereby are convertible (i) at any time at the option of the holder of the Series D Convertible Preferred Stock, or (ii) the date on which mandatory conversion occurs pursuant to the Amended and Restated Certificate of Incorporation of the Issuer.
- [F4]No expiration date.
- [F5]Mr. Narlis received 172,518 shares of Series D Convertible Preferred Stock from the conversion of 5 shares of Series C Convertible Preferred Stock. Mr. Narlis also purchased 133,333 shares of Series D Convertible Preferred Stock at $0.015 per shae and also received warrants to purchase shares of Series D Convertible Preferred Stock an Common Stock based on a percentage based upon a fraction, the numerator of which is the cash dollar amount paid by such Mr. Narlis for the Series D Convertible Preferred Stock and the denominator of whichis the aggregate cash dollar amount paid by all Purchasers under this Agreement for Committed Series D Convertible Preferred Stock.
- [F6]The Common Stock Purchase Warrant shall become exercisable upon (i) the failure of the Issuer to file a registration statement within 30 days of June 27, 2003, registering the shares issuable upon the conversion of the Common Stock Purchase Warrant (the "Registration Statement"), (ii) the failure of the Issuer to have the Registration Statement effective on June 27, 2004; (iii) the failure of the Issuer to keep theRegistration Statement continuously effective for two years following June 27, 2004; or (iv) the failure of the Issuer to file such aendments or supplements to the Registration Statement as are necessary to qualify any shares issued as a dividend by the Issuer to the Reporting Person for offer and sale under the Registration Statement, as soon as practicable after their issuance and in any event within 30 days of their issuance.
- [F7]Pursuant to a letter agreement dated as of July 25, 2003, and Section 4(a) of the Investor Rights Agreement, the investors agreed that the date upon which the Issuer isobligated to file a registration statement shall be extended to the later of: (i) ten business days following the filing of the Issuer's annual report on Form 10-K for the period ended June 30, 2003; and (ii) September 30, 2003.
- [F8]The Series D Convertible Preferred Stock Purchase Warrant shall be equal to the number determined by multiplying (A) the result of dividing (i) the difference between $8,940,000 and the Issuer's Gross Revenue for the fiscal year 2003 (or, if Gross Revenue is not reported for such period, then such reported measure as is most equivalent under U.S. generally accepted accounting principals, consistently applied), as reported on an audited basis in the Issuer's Annual Report on Form 10-K as filed with the SEC (or if no such report is prepared or filed, as otherwise determined by the Issuer and audited by its independent public accountants) by (ii) 840,000 by (B) 1,083,333.
Documents
Issuer
VOXWARE INC
CIK 0000933454
Entity typeother
Related Parties
1- filerCIK 0001259283
Filing Metadata
- Form type
- 4
- Filed
- Oct 13, 8:00 PM ET
- Accepted
- Oct 14, 5:59 PM ET
- Size
- 12.7 KB