SEC Form 4 · accession 0001213900-18-000162
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
Aug 31, 2017
Accepted (ET)
Jan 5, 2018 · 1:58 pm EST
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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4 | Aug 31, 2017 | J | 315,238 | $0.00 | D | 622,726 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2,F4,F5 | $3.00 | Aug 31, 2017 | J | 11,203 | D | — | Oct 31, 2026 | Common Stock | 11,203 | 22,131 | D |
Explanation of responses
- F1Pursuant to a Participation Agreement, dated August 31, 2017, between Hillair Capital Investments L.P., a Cayman Islands limited partnership ("Hillair Investments"), acting through its general partner, Hillair Capital Advisors LLC, and HSPL Holdings, LLC ("HSPL"), Hillair Investments agreed to transfer to HSPL (i) 315,238 shares of the issuer's common stock and (ii) options to purchase 11,203 shares of the issuer's common stock, as soon as reasonably practicable after certain lock-up restrictions on such shares expire, in exchange for HSPL's withdrawal of participation in the master fund managed by Hillair Investments.
- F2The shares and options were distributed in-kind from Hillair Investments to HSPL in partial satisfaction of a withdrawal from the master fund managed by Hillair Investments.
- F3Increase in share number due to the inadvertent omission of 345 shares held by the reporting persons from prior reports.
- F4The securities reported herein are owned directly by Hillair Investments, 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 its pecuniary interest therein.
- F5The options have vested in their entirety and are fully exercisable.