SG BLOCKS, INC. 4

Accession 0001213900-17-006812

$SGBXCIK 0001023994operating

View on SEC.gov Company Profile

Filed

Jun 22, 8:00 PM ET

Accepted

Jun 23, 7:37 PM ET

Size

24.7 KB

Accession

0001213900-17-006812

Insider Transaction Report

Form 4

Period: 2016-11-17

SG BLOCKS, INC.SGBX

Hillair Capital Investments LP

10% Owner

Transactions

Conversion
Common Stock
2017-06-21+1,117,480→ 1,642,619 total
Sale
Common Stock
2017-06-21−815,000→ 827,619 total
Conversion
Senior Convertible Secured Debentures
2017-06-21$3.75/sh−140,909$528,409→ 109,091 total
Exercise: $3.75→ Common Stock (140,909 underlying)
Conversion
Common Stock
2017-06-21+516,667→ 525,139 total
Award
Senior Convertible Secured Debentures
2016-11-17$3.75/sh+250,000$937,500→ 250,000 total
Exercise: $3.75→ Common Stock (250,000 underlying)
Conversion
Senior Convertible Secured Debentures
2017-06-21$3.75/sh−375,758$1,409,093→ 290,909 total
Exercise: $3.75→ Common Stock (375,758 underlying)
Award
Stock Option (right to buy)
2016-12-28+33,334→ 33,334 total
Exercise: $3.00Exp: 2026-10-31→ Common Stock (33,334 underlying)
Conversion
Series A Convertible Preferred Stock
2017-06-21−1,117,480→ 0 total
Exercise: $0.00→ Common Stock (1,117,480 underlying)

Hillair Capital Management LLC

10% Owner

Transactions

Conversion
Senior Convertible Secured Debentures
2017-06-21$3.75/sh−140,909$528,409→ 109,091 total
Exercise: $3.75→ Common Stock (140,909 underlying)
Conversion
Series A Convertible Preferred Stock
2017-06-21−1,117,480→ 0 total
Exercise: $0.00→ Common Stock (1,117,480 underlying)
Conversion
Common Stock
2017-06-21+1,117,480→ 1,642,619 total
Conversion
Senior Convertible Secured Debentures
2017-06-21$3.75/sh−375,758$1,409,093→ 290,909 total
Exercise: $3.75→ Common Stock (375,758 underlying)
Sale
Common Stock
2017-06-21−815,000→ 827,619 total
Conversion
Common Stock
2017-06-21+516,667→ 525,139 total
Award
Senior Convertible Secured Debentures
2016-11-17$3.75/sh+250,000$937,500→ 250,000 total
Exercise: $3.75→ Common Stock (250,000 underlying)
Award
Stock Option (right to buy)
2016-12-28+33,334→ 33,334 total
Exercise: $3.00Exp: 2026-10-31→ Common Stock (33,334 underlying)

McAvoy Sean M

Director

Transactions

Conversion
Common Stock
2017-06-21+516,667→ 525,139 total
Award
Senior Convertible Secured Debentures
2016-11-17$3.75/sh+250,000$937,500→ 250,000 total
Exercise: $3.75→ Common Stock (250,000 underlying)
Conversion
Senior Convertible Secured Debentures
2017-06-21$3.75/sh−140,909$528,409→ 109,091 total
Exercise: $3.75→ Common Stock (140,909 underlying)
Conversion
Series A Convertible Preferred Stock
2017-06-21−1,117,480→ 0 total
Exercise: $0.00→ Common Stock (1,117,480 underlying)
Conversion
Common Stock
2017-06-21+1,117,480→ 1,642,619 total
Conversion
Senior Convertible Secured Debentures
2017-06-21$3.75/sh−375,758$1,409,093→ 290,909 total
Exercise: $3.75→ Common Stock (375,758 underlying)
Award
Stock Option (right to buy)
2016-12-28+33,334→ 33,334 total
Exercise: $3.00Exp: 2026-10-31→ Common Stock (33,334 underlying)
Sale
Common Stock
2017-06-21−815,000→ 827,619 total

Footnotes (9)

[F1]In connection with the issuer's public offering of common stock, a portion of each of the June 2016 and November 2016 Senior Convertible Secured Debentures, as described herein, were converted into common stock at a conversion ratio of 3.75:1 in an aggregate amount of 516,667 shares.
[F2]The securities reported herein are owned directly by Hillair Capital Investments L.P., a Cayman Islands limited partnership ("Hillair Capital"), and indirectly by Hillair Capital Management LLC ("Hillair Management"), as the investment advisor of Hillair Capital, and Sean M. McAvoy, as the manager of Hillair Management. Hillair Management disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
[F3]The November 2016 Senior Convertible Secured Debenture became convertible on November 17, 2016 and expires on June 30, 2018, in the amount of $937,500 in principal amount plus any accrued and unpaid interest.
[F4]The number of underlying shares of common stock reported in Column 7 reflects a 3-for-1 reverse stock split of the issuer's common stock and preferred stock effected on February 28, 2017.
[F5]As previously reported by Hillair Capital, the June 2016 Senior Convertible Secured Debenture became convertible on June 30, 2016 and expires on June 30, 2018, in the amount of $2,500,000 in principal amount plus any accrued and unpaid interest.
[F6]As previously reported by Hillair Capital, the Series A Convertible Preferred Stock became convertible on June 30, 2016 and had a perpetual duration. In connection with the issuer's public offering of common stock, the Series A Convertible Preferred Stock converted into common stock at a conversion ratio of 1:1.
[F7]The options, issued pursuant to the issuer's Stock Option Plan, were transferred to Hillair Capital from Neal Kaufman and Sean McAvoy, current directors of the issuer (collectively, the "Transferors"), on December 28, 2016. Each of Messrs. Kaufman and McAvoy transferred 16,667 options to Hillair Capital.
[F8]Each of the options, originally reported by the Transferors on November 3, 2016, vests in equal installments of 4,167 underlying shares of common stock on the last day of each fiscal quarter following the date of original grant until the options are 100% vested.
[F9]On June 21, 2017, Hillair Capital transferred 815,000 shares to certain non-affiliate limited partners as a distribution in kind.

Documents

1 file

4
f4111716hillaircap_sgblocks.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

SG BLOCKS, INC.

CIK 0001023994

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001023994

Filing Metadata

Form type: 4
Filed: Jun 22, 8:00 PM ET
Accepted: Jun 23, 7:37 PM ET
Size: 24.7 KB

View on SEC.gov