SEC Form 4 · accession 0001213900-17-006812

SG BLOCKS, INC. · SGBX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Hillair Capital Investments LP

10% Owner

Sean M McAvoy

Director · 10% Owner

Hillair Capital Management LLC

10% Owner

Period of report

Nov 17, 2016

Accepted (ET)

Jun 23, 2017 · 7:37 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001023994

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1,F2	Jun 21, 2017	C	516,667	—	A	525,139	D
Common Stock^F6	Jun 21, 2017	C	1,117,480	—	A	1,642,619	D
Common Stock^F9	Jun 21, 2017	S$0	815,000	—	D	827,619	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Senior Convertible Secured Debentures^F3,F4	$3.75	Nov 17, 2016	A	250,000	A	—	—	Common Stock	250,000	250,000	D
Senior Convertible Secured Debentures^F3	$3.75	Jun 21, 2017	C	140,909	D	—	—	Common Stock	140,909	109,091	D
Senior Convertible Secured Debentures^F5	$3.75	Jun 21, 2017	C	375,758	D	—	—	Common Stock	375,758	290,909	D
Series A Convertible Preferred Stock^F6	$0.00	Jun 21, 2017	C	1,117,480	D	—	—	Common Stock	1,117,480	0	D
Stock Option (right to buy)^F8	$3.00	Dec 28, 2016	A	33,334	A	—	Oct 31, 2026	Common Stock	33,334	33,334	D

Explanation of responses

F1In 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.
F2The 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.
F3The 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.
F4The 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.
F5As 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.
F6As 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.
F7The 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.
F8Each 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.
F9On June 21, 2017, Hillair Capital transferred 815,000 shares to certain non-affiliate limited partners as a distribution in kind.