4//SEC Filing
AUTHENTIDATE HOLDING CORP 4
Accession 0001181431-13-034817
CIK 0000885074operating
Filed
Jun 12, 8:00 PM ET
Accepted
Jun 13, 7:01 PM ET
Size
19.4 KB
Accession
0001181431-13-034817
Insider Transaction Report
Form 4
Benjamin O'Connell
President
Transactions
- Purchase
Call Option (Right to buy Preferred Stock)
2013-06-11$175000.00/sh+1$175,000→ 1 totalExercise: $10.00From: 2013-11-15Exp: 2013-12-15→ Common Stock (161,185 underlying) - Purchase
Series D Convertible Preferred Stock
2013-06-11$10.00/sh+10,000$100,000→ 10,000 totalExercise: $1.09From: 2013-12-17→ Common Stock (92,106 underlying) - Purchase
Put Option (Obligation to buy Preferred Stock)
2013-06-11$175000.00/sh+1$175,000→ 1 totalExercise: $10.00From: 2013-10-15Exp: 2013-11-15→ Common Stock (161,185 underlying) - Purchase
Put Option (Obligation to buy Warrants)
2013-06-11+1→ 1 totalExercise: $0.00From: 2013-10-15Exp: 2013-11-15→ Common Stock (175,000 underlying) - Purchase
Warrants (Right to buy)
2013-06-11+100,000→ 100,000 totalExercise: $0.95From: 2013-12-17Exp: 2018-06-17→ Common Stock (100,000 underlying) - Purchase
Call Option (Right to buy Warrants)
2013-06-11+1→ 1 totalExercise: $0.00From: 2013-11-15Exp: 2013-12-15→ Common Stock (175,000 underlying)
Footnotes (7)
- [F1]On June 11, 2013, the reporting person entered into a securities purchase agreement (the "Purchase Agreement") with Authentidate Holding Corp. (the "Issuer") under which the reporting person agreed to purchase shares of Series D Convertible Preferred Stock and the warrants reported herein. Closing of the transaction is subject to customary conditions and is anticipated to occur by June 17, 2013.
- [F2]The conversion date of the Series D Preferred Stock and the exercise and expiration dates of the warrants reported on this Form 4 assume that the closing date of the transaction contemplated by the securities purchase agreement is June 17, 2013. The Series D Convertible Preferred Stock has no expiration date.
- [F3]On June 11, 2013, the reporting person entered into an agreement to grant a holder of Senior Notes issued by Issuer an option to require the reporting person to purchase from him an aggregate of (i) $175,000 of shares of Series D Convertible Preferred Stock and (ii) 175,000 Common Stock Purchase Warrants to be issued pursuant to the Purchase Agreement in accordance with the terms and conditions of a certain Put/Call Option Agreement. Under the Put/Call Option Agreement, the holder shall have a 30 day period commencing October 15, 2013, to require the reporting person to acquire the above-referenced shares of Series D Preferred Stock and Warrants. If the holder declines to exercise its right to require the sale of such securities, the reporting person shall thereafter have the right to purchase all of such securities during a subsequent 30 day period under the Put/Call Option Agreement.
- [F4]The Reporting Person has the obligation to purchase 17,500 shares of Series D Preferred Stock pursuant to the terms of the Put/Call Option Agreement. The stated value per share of Series D Preferred Stock is $10 per share. Each share of Series D Preferred Stock is convertible into shares of Common Stock of the Issuer at an initial conversion price of $1.08571 per share.
- [F5]The Reporting Person has the obligation to purchase 175,000 Common Stock Purchase Warrants pursuant to the terms of the Put/Call Option Agreement. For each share of Series D Preferred Stock purchased by the Reporting Person (as described in Note 4, above), the Reporting Person shall also acquire ten Warrants. Each Warrant is exercisable into a share of Common Stock of the Issuer at an initial exercise price of $0.95 per share.
- [F6]The Reporting Person has the right to buy 17,500 shares of Series D Preferred Stock pursuant to the terms of the Put/Call Option Agreement. The stated value per share of Series D Preferred Stock is $10 per share. Each share of Series D Preferred Stock is convertible into shares of Common Stock of the Issuer at an initial conversion price of $1.08571 per share.
- [F7]The Reporting Person has the right to buy 175,000 Common Stock Purchase Warrants pursuant to the terms of the Put/Call Option Agreement. For each share of Series D Preferred Stock purchased by the Reporting Person (as described in Note 6, above), the Reporting Person shall also acquire ten Warrants. Each Warrant is exercisable into a share of Common Stock of the Issuer at an initial exercise price of $0.95 per share.
Documents
Issuer
AUTHENTIDATE HOLDING CORP
CIK 0000885074
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000885074
Filing Metadata
- Form type
- 4
- Filed
- Jun 12, 8:00 PM ET
- Accepted
- Jun 13, 7:01 PM ET
- Size
- 19.4 KB