4//SEC Filing
GLENBROOK CAPITAL MANAGEMENT 4
Accession 0001249155-04-000059
CIK 0001009395other
Filed
Dec 28, 7:00 PM ET
Accepted
Dec 29, 2:39 PM ET
Size
16.6 KB
Accession
0001249155-04-000059
Insider Transaction Report
Form 4
GLENBROOK CAPITAL MANAGEMENT
10% Owner
Transactions
- Exercise of In-Money
Class A Warrants (right to buy)
2004-12-27+82,500→ 287,418 total(indirect: See footnote (3))Exercise: $0.61From: 2004-12-27Exp: 2009-09-19→ Common Stock (82,500 underlying) - Other
Warrants (right to buy)
2004-12-27−39,918→ 0 total(indirect: See footnote (3))Exercise: $0.61From: 2004-12-15Exp: 2004-12-27→ 8% Series C Convertible Preferred Stock and CS Warrants (39,918 underlying) - Exercise of In-Money
Warrants (right to buy)
2004-12-27−165,000→ 39,918 total(indirect: See footnote (3))Exercise: $0.61From: 2004-12-15Exp: 2004-12-27→ 8% Series C Convertible Preferred Stock and CS Warrants (165,000 underlying) - Exercise of In-Money
8% Series C Convertible Preferred Stock
2004-12-27$0.61/sh+165,000$100,650→ 574,836 total(indirect: See footnote (3))Exercise: $0.61From: 2004-12-27→ Common Stock (165,000 underlying)
GLENBROOK CAPITAL LP
10% Owner
Transactions
- Exercise of In-Money
Warrants (right to buy)
2004-12-27−165,000→ 39,918 total(indirect: See footnote (3))Exercise: $0.61From: 2004-12-15Exp: 2004-12-27→ 8% Series C Convertible Preferred Stock and CS Warrants (165,000 underlying) - Exercise of In-Money
8% Series C Convertible Preferred Stock
2004-12-27$0.61/sh+165,000$100,650→ 574,836 total(indirect: See footnote (3))Exercise: $0.61From: 2004-12-27→ Common Stock (165,000 underlying) - Exercise of In-Money
Class A Warrants (right to buy)
2004-12-27+82,500→ 287,418 total(indirect: See footnote (3))Exercise: $0.61From: 2004-12-27Exp: 2009-09-19→ Common Stock (82,500 underlying) - Other
Warrants (right to buy)
2004-12-27−39,918→ 0 total(indirect: See footnote (3))Exercise: $0.61From: 2004-12-15Exp: 2004-12-27→ 8% Series C Convertible Preferred Stock and CS Warrants (39,918 underlying)
Footnotes (6)
- [F1]Warrants were exercised for 165,000 shares of Series C Preferred Stock and 82,500 Class A Warrants (50% warrant coverage).
- [F2]These warrants were issued in connection with the private placement in which investors paid $0.61 for one share of Series A Preferred Stock, plus 50% Class A Warrant coverage and 50% "green shoe warrants." The warrants described in this transaction are the green shoe warrants, for which no additional consideration was paid.
- [F3]The reported securities are owned directly by Glenbrook Capital, L.P. (GBLP) and indirectly by Glenbrook Capital Management (GCM), the general partner. GCM disclaims beneficial ownership of all of the securities owned by GBLP, except to the extent of its pecuniary interest in the Partnership.
- [F4]GBLP exercised a portion of its "green shoe warrants" as reported as the prior transaction. This transaction reports the expiration of the balance of the warrants, which expired, unexercised, at the close of business on December 27, 2004.
- [F5]The 8% Series C Convertible Preferred Stock is initially convertible into Common Stock on a 1-for-1 basis at a conversion price of $0.61, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. On that basis, the preferred stock owned by GBLP (and indirectly owned by GCM), including the preferred stock previously reported on Form 3/A, will convert into 574,836 shares of Common Stock. However, this series of preferred stock includes a limited price anti-dilution provision under the terms of which the conversion rate will adjust downward in the event Digital Video Systems, Inc.'s first underwriten public offering following the issuance of this preferred stock is sold to the public at a price less than the then-existing conversion rate (currently $0.61 per share). In such event, the conversion rate will be reduced to the initial public offering price of the consummated offering.
- [F6]The reported shares of Series C Preferred Stock do not expire. However, they are subject to redemption at the option of the issuer as follows: (i) $0.82, plus accrued and unpaid dividends, from 9/20/04 through 9/19/05; (ii) $0.79, plus accrued and unpaid dividends, from 9/20/05 through 9/19/06; (iii) $0.76, plus accrued and unpaid dividends, from 9/20/06 through 9/19/07; and (iv) $0.73, plus accrued and unpaid dividends at any time thereafter.
Documents
Issuer
DIGITAL VIDEO SYSTEMS INC
CIK 0001009395
Entity typeother
IncorporatedNV
Related Parties
1- filerCIK 0001273782
Filing Metadata
- Form type
- 4
- Filed
- Dec 28, 7:00 PM ET
- Accepted
- Dec 29, 2:39 PM ET
- Size
- 16.6 KB