SEC Form 4 · accession 0001144204-17-037918
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
Jul 19, 2017
Accepted (ET)
Jul 24, 2017 · 7:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001320760
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrants (Right to Buy)F1,F3,F2 | — | Jul 19, 2017 | J | 1,115,827 | D | Feb 3, 2015 | Feb 3, 2020 | Common Stock | 1,115,827 | 0 | I |
| Common Stock Warrants (Right to Buy)F6,F3,F4,F5 | — | Jul 19, 2017 | J | 1,115,826 | A | Jul 19, 2017 | Jul 19, 2022 | Common Stock | 1,115,826 | 1,115,826 | I |
| Common Stock Warrants (Right to Buy)F9,F10,F7,F8 | — | Jul 19, 2017 | J | 767,500 | A | Jul 19, 2017 | Jul 19, 2022 | Common Stock | 767,500 | 1,883,326 | I |
Explanation of responses
- F1The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the grant of a replacement warrant with lower exercise prices. The warrant was originally granted on February 3, 2015 as partial consideration for a multiple advance term loan on February 3, 2015 in the maximum principal amount of up to $2,000,000 from MHW SPV II, LLC ("MHW SPV") 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 Builders, Inc. (together, the "Subsidiaries").
- F10The warrants are owned by MHW Partners. The reporting person is the Managing Member of MHW Partners. The reporting person disclaims beneficial ownership of these warrants except to the extent of the reporting person's pecuniary interest in the warrants.
- F2The warrants expire on February 3, 2020, or, if such day is not a business day, on the next preceding business day.
- F3The warrants are owned by MHW SPV. The reporting person is the Managing Member of MHW SPV and the principal of MHW Capital Management, LLC, which is the investment manager of MHW SPV. The reporting person disclaims beneficial ownership of these warrants except to the extent of the reporting person's pecuniary interest in the warrants.
- F4The exercise price is $0.10 for the first 390,539 shares, $0.20 for the next 390,539 shares and $0.30 for the final 334,748 shares.
- F5The warrants expire on July 19, 2022, or, if such day is not a business day, on the next preceding business day.
- F6MHW SPV received the right to purchase 1,115,826 shares of Common Stock under an amended and restated warrant as partial consideration for an amended and restated multiple advance term loan on July 19, 2017 (the "Loan"), in the maximum principal amount of up to $2,500,000 for up to sixty days following July 19, 2017 and then $2,000,000 thereafter from MHW SPV and MHW Partners, LP ("MHW Partners") to the Issuer and its Subsidiaries.
- F7The exercise price is $0.10 for the first 268,625 shares, $0.20 for the next 268,625 shares and $0.30 for the final 230,250 shares.
- F8The warrants expire on July 19, 2022, or, if such day is not a business day, on the next preceding business day.
- F9MHW Partners received the right to purchase 1,115,826 shares of Common Stock under a warrant as partial consideration for the Loan.