SEC Form 4 · accession 0001144204-15-006294
TSS, Inc. · TSSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter H Woodward
Director · 10% Owner
Period of report
Feb 3, 2015
Accepted (ET)
Feb 5, 2015 · 4:12 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001320760
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 1,085,024 | I | Shares held through MHW Partners, L.P. | |
| Common StockF2 | holding | — | — | — | 427,857 | I | Shares held through MHW SPV I, LLC | |
| Common StockF3 | holding | — | — | — | 885,714 | I | Shares subject to performance-related fee | |
| Common StockF4 | holding | — | — | — | 475,000 | I | Shares held through SOAM Azul II, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrants (right to buy)F7,F8,F5,F6 | — | Feb 3, 2015 | P | 1,115,827 | A | Feb 3, 2015 | Feb 3, 2020 | Common Stock | 1,115,827 | 1,115,827 | I |
Explanation of responses
- F1The shares are owned by MHW Partners, L.P. The reporting person is the General Partner of MHW Partners, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
- F2The shares are owned by MHW SPV I, LLC. The reporting person is the Manager of MHW SPV I, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
- F3The shares are owned by unaffiliated third persons, and the reporting person has a right to a performance-related fee upon the disposition of such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
- F4The shares are owned by SOAM Azul II, LLC. The reporting person is the Manager of SOAM Azul II, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
- F5The exercise price is $0.50 for the first 472,500 shares, $1.00 for the next 425,250 shares and $1.30 for the final 218,077 shares.
- F6The warrants expire on February 3, 2020, or, if such day is not a business day, on the next preceding business day.
- F7MHW SPV II, LLC ("MHW") received the right to purchase 1,115,827 shares of Common Stock under a Warrant as partial consideration for a multiple advance term loan on February 3, 2015 in the maximum principal amount of $2,000,000 from MHW to the Issuer and its subsidiaries, Innovative Power Systems, Inc., VTC, L.L.C., Vortech, L.L.C., Total Site Solutions Arizona, LLC and Alletag Buildings, Inc.
- F8The warrants are owned by MHW. The reporting person is the Managing Member of MHW and the principal of MHW Capital Management, LLC, which is the investment manager of MHW. The reporting person disclaims beneficial ownership of these warrants except to the extent of the reporting person's pecuniary interest in the warrants.