SEC Form 5 · accession 0000899243-18-003274
CapForce Inc. · CFOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 31, 2017
Accepted (ET)
Feb 8, 2018 · 4:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001293818
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common StockF1,F2 | $19.50 | Jun 28, 2017 | A | 13,120 | A | Jan 28, 2018 | Jun 28, 2022 | Common Stock | 13,120 | 13,120 | I |
Explanation of responses
- F1These amounts reflect the Issuer's recently announced and effectuated a 1 for 25 reverse stock split on January 17, 2018.
- 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
The reporting person ceased to be a 10% owner on February 7, 2018, as a result of the Issuer's February 7, 2018 public offering. Accordingly, the reporting person is no longer subject to Section 16 in connection with the Issuer and therefore, will no longer report any transaction on Form 4 or Form 5 until such time, if any, that the reporting person becomes a 10% owner again. * 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 was filed as an exhibit to Form 3 filed on July 23, 2015 and incorporated herein by reference.