SEC Form 4 · accession 0001140361-15-019184
CapForce Inc. · CFOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian G Atwood
Director · 10% Owner
Period of report
May 8, 2015
Accepted (ET)
May 12, 2015 · 6:37 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 StockF4 | May 8, 2015 | P | 413,332 | $6.00 | A | 485,925 | I | See footnote |
| Common StockF1,F4 | May 8, 2015 | C | 1,160,039 | — | A | 1,645,964 | I | See footnote |
| Common StockF2,F4 | May 8, 2015 | C | 404,725 | — | A | 2,050,689 | I | See footnote |
| Common StockF3,F4 | May 8, 2015 | C | 503,522 | — | A | 2,554,211 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Redeemable Convertible Preferred StockF4,F1 | — | May 8, 2015 | C | 1,160,039 | D | — | — | Common Stock | 1,160,039 | 0 | I |
| 2014 Convertible NotesF4,F2 | — | May 8, 2015 | C | 404,725 | D | — | — | Common Stock | 404,725 | 0 | I |
| 2015 Convertible NotesF4,F3 | — | May 8, 2015 | C | 503,522 | D | — | — | Common Stock | 503,522 | 0 | I |
| WarrantsF4 | $6.60 | May 8, 2015 | P | 413,332 | A | May 8, 2015 | May 8, 2020 | Common Stock | 413,332 | 413,332 | I |
Explanation of responses
- F1Series A Redeemable Convertible Preferred Stock automatically converted into common stock on a 1-to-1 basis upon the consummation of the Company's initial public offering.
- F2The 2014 Convertible Notes automatically converted into shares of Series A Preferred Stock upon the consummation of the Company's initial public offering at a conversion rate of one share of Series A Preferred Stock for every $1.00 of principal converted. Each share of Series A Preferred Stock automatically converted into one share of common stock upon the consummation of the Company's initial public offering.
- F3The 2015 Convertible Notes converted into Series A Preferred Stock upon the consummation of the Company's initial public offering at a conversion rate of 1.25 shares of Series A Preferred Stock for each $1.00 of principal converted. Each share of Series A Preferred stock automatically converted into one share of common stock upon the consummation of the Company's initial public offering.
- F4The securities are directly held by Versant Venture Capital III, L.P. and Versant Side Fund III, L.P. (collectively, the "Versant Entities"). Mr. Atwood is a managing member of Versant Ventures III, LLC, the sole general partner of the Versant Entities and may be deemed to have shared voting and dispositive power over the shares owned by the Versant Entities. Mr. Atwood disclaims beneficial ownership of all shares held by the Versant Entities, except to the extent of his actual pecuniary interest therein.