4//SEC Filing
Saracino Charles 4
Accession 0001213900-12-002797
CIK 0001517653other
Filed
May 16, 8:00 PM ET
Accepted
May 17, 9:36 PM ET
Size
13.9 KB
Accession
0001213900-12-002797
Insider Transaction Report
Form 4
Saracino Charles
DirectorPresident / CEO10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share ("Common Stock")
2012-05-15+2,765,430→ 2,765,430 total - Other
Convertible Note
2012-05-15+109,726→ 109,726 totalExercise: $0.62From: 2012-05-15Exp: 2014-08-01→ Common Stock (109,726 underlying) - Other
Common Stock Options
2012-05-15+124,239→ 803,667 totalExercise: $0.91From: 2012-05-15Exp: 2020-05-28→ Common Stock (124,239 underlying) - Other
Common Stock Options
2012-05-15+569,702→ 679,428 totalExercise: $0.38From: 2012-05-15Exp: 2016-12-22→ Common Stock (569,702 underlying)
Footnotes (3)
- [F1]On May 15, 2012, X-Factor Communications Holdings, Inc., formerly Organic Spice Imports, Inc. (the "Company") completed a reverse merger transaction (the "Merger") with X-Factor Communications, LLC ("X-Factor") pursuant to the terms and conditions of an Agreement and Plan of Merger, dated March 5, 2012 (the "Merger Agreement"). In connection with the Merger, the Reporting Person acquired an aggregate of 2,765,430 shares of common stock of the Company in exchange for all of the X-Factor membership interests owned of record by the Reporting Person.
- [F2]Represents a convertible promissory note (the "Convertible Note") for an aggregate principal amount of $68,468.74 ("Principal Amount") issued by X-Factor to the Reporting Person. The Convertible Note accrues interest at a rate of 8.5% per annum and the Principal Amount and all accrued unpaid interest is convertible into shares of common stock of the Company at the option of the Reporting Person. As of the date of this filing, the Principal Amount is convertible into 109,726 shares of common stock, which excludes shares of common stock issuable upon the conversion of accrued unpaid interest. Upon the closing of the Merger, the Company assumed the rights and obligations of all outstanding convertible debt securities issued by X-Factor which are convertible into X-Factor membership interests.
- [F3]Upon the closing of the Merger, the Company assumed the rights and obligations of all outstanding options to purchase X-Factor membership interests, pursuant to X-Factor's 2006 Long-Term Equity Incentive Plan and 2010 Long Term Incentive Plan (the "Stock Option Plans"). The options were assumed in accordance with the terms and conditions of the Stock Option Plans pursuant to which such options were originally granted, except that, from and after the closing of the Merger: (i) each option evidences the right to purchase a number of shares of common stock (rounded to the nearest whole share) of the Company equal to the number of X-Factor membership interests into which such options were exercisable immediately prior to the closing multiplied by the exchange ratio and (ii) the new option price for each share of common stock issuable upon exercise of such option is determined by dividing the option exercise price in effect immediately prior to the closing by the exchange ratio.
Documents
Issuer
X-Factor Communications Holdings, Inc.
CIK 0001517653
Entity typeother
Related Parties
1- filerCIK 0001542936
Filing Metadata
- Form type
- 4
- Filed
- May 16, 8:00 PM ET
- Accepted
- May 17, 9:36 PM ET
- Size
- 13.9 KB