4//SEC Filing
Bogdan Michael 4
Accession 0001213900-21-016030
CIK 0001014052other
Filed
Mar 16, 8:00 PM ET
Accepted
Mar 17, 12:41 PM ET
Size
14.3 KB
Accession
0001213900-21-016030
Insider Transaction Report
Form 4
Davis Kevin C.
10% Owner
Transactions
- Sale
Warrant (Right to Buy)
2021-03-15−26,190,054→ 81,511,125 totalExercise: $0.01Exp: 2030-11-17→ Common Stock (26,190,054 underlying)
Transactions
- Sale
Warrant (Right to Buy)
2021-03-15−26,190,054→ 81,511,125 totalExercise: $0.01Exp: 2030-11-17→ Common Stock (26,190,054 underlying)
Post Road SOF GP II LLC
10% Owner
Transactions
- Sale
Warrant (Right to Buy)
2021-03-15−26,190,054→ 81,511,125 totalExercise: $0.01Exp: 2030-11-17→ Common Stock (26,190,054 underlying)
Post Road Group LP
10% Owner
Transactions
- Sale
Warrant (Right to Buy)
2021-03-15−26,190,054→ 81,511,125 totalExercise: $0.01Exp: 2030-11-17→ Common Stock (26,190,054 underlying)
Bogdan Michael
10% Owner
Transactions
- Sale
Warrant (Right to Buy)
2021-03-15−26,190,054→ 81,511,125 totalExercise: $0.01Exp: 2030-11-17→ Common Stock (26,190,054 underlying)
Footnotes (4)
- [F1]The Warrant was originally issued by Digerati Technologies, Inc. (the "Issuer") to Post Road Special Opportunity Fund II LP (the "Fund") on November 17, 2020, was exercisable at any time at the holder's election into 107,701,179 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), at an exercise price of $0.01 per share, and had an expiration date of November 17, 2030. On March 15, 2021, the Fund assigned to Post Road Special Opportunity Fund II Offshore LP (the "Offshore Fund") approximately 24.32% of the Warrant, which portion of the Warrant is exercisable into 26,190,054 shares of Common Stock at any time at the holder's election, at an exercise price of $0.01 per share, and has an expiration date of November 17, 2030.
- [F2]The approximately 24.32% of the Warrant was so assigned by the Fund to the Offshore Fund for consideration equal to that which the Fund originally paid to the Issuer for such portion of the Warrant and, as a result, that there was no profit in connection with such assignment for the purposes of Section 16 and the rules promulgated thereunder.
- [F3]Post Road SOF GP II LLC (the "General Partner") is the General Partner of each of the Fund and the Offshore Fund. Post Road Group LP (the "Manager") is the manager and investment advisor of each of the Fund and the Offshore Fund. The General Partner and the Manager may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. Michael Bogdan and Kevin C. Davis (the "Managing Partners") are the Managing Partners of each of the General Partner and the Manager, through which the Managing Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund.
- [F4]Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests. The Offshore Fund has filed a Form 3 with the Securities and Exchange Commission on the date hereof with respect to its acquisition of a portion of the Warrant, as described herein.
Documents
Issuer
Digerati Technologies, Inc.
CIK 0001014052
Entity typeother
Related Parties
1- filerCIK 0001832835
Filing Metadata
- Form type
- 4
- Filed
- Mar 16, 8:00 PM ET
- Accepted
- Mar 17, 12:41 PM ET
- Size
- 14.3 KB