SEC Form 4 · accession 0000899243-16-023850
CapForce Inc. · CFOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 27, 2016
Accepted (ET)
Jun 29, 2016 · 4:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001293818
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 27, 2016 | A | 2,734,427 | — | A | 5,413,449 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2 | $1.3125 | Jun 27, 2016 | P | 2,050,821 | A | Sep 27, 2016 | Jun 27, 2021 | Common Stock | 2,050,821 | 2,950,821 | I |
Explanation of responses
- F1The reported securities were included within units ("Units") with each Unit consisting of one share of the Company's common stock, par value $0.01 per share (the "Common Stock") and (ii) a warrant to acquire 0.75 of one share of Common Stock for a purchase price of $1.14375 per Unit.
- F2These securities are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.
Remarks
* Ms. Katie Fedosz is signing as Attorney-in-Fact pursuant to power of attorney dated July 23, 2015 granted by each Reporting Person, a copy of which is filed as an exhibit and incorporated herein by reference.