SEC Form 3 · accession 0001140361-18-014061
FINJAN HOLDINGS, INC. · FNJN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Halcyon Management Partners LP
10% Owner
John M Bader
10% Owner
Jason Dillow
10% Owner
Halcyon Management Holdings GP LLC
10% Owner
HLDR Management GP LLC
10% Owner
Halcyon Management Partners GP LLC
10% Owner
Period of report
Mar 7, 2018
Accepted (ET)
Mar 19, 2018 · 5:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001366340
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F8,F9 | holding | — | — | — | 569,977 | I | See Footnotes | |
| Common StockF2,F8,F9 | holding | — | — | — | 88,012 | I | See Footnotes | |
| Common StockF3,F8,F9 | holding | — | — | — | 149,733 | I | See Footnotes | |
| Common StockF4,F8,F9 | holding | — | — | — | 254,246 | I | See Footnotes | |
| Common StockF5,F8,F9 | holding | — | — | — | 99,838 | I | See Footnotes | |
| Common StockF6,F8,F9 | holding | — | — | — | 755,115 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F7,F8,F9 | $3.18 | holding | — | — | — | Sep 19, 2017 | Jun 19, 2020 | Common Stock | 2,355,506 | — | I |
Explanation of responses
- F1Securities of Finjan Holdings, Inc. (the "Issuer") held directly by CAZ Halcyon Strategic Opportunities Fund, LP ("CAZ Halcyon"). Halcyon Long Duration Recoveries Management LP ("HLDR"), through investment management and/or other governance agreements, may be deemed to indirectly beneficially own the securities of the Issuer held directly by CAZ Halcyon because HLDR has voting and investment power over such securities.
- F2Securities of the Issuer held directly by CAZ Halcyon Offshore Strategic Opportunities Fund, LP ("CAZ Offshore"). HLDR, through investment management and/or other governance agreements, may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by CAZ Offshore because HLDR has voting and investment power over such securities.
- F3Securities of the Issuer held directly by HLDR Fund I NUS LP ("HLDR NUS"). HLDR, through investment management and/or other governance agreements, may be deemed to indirectly beneficially own the securities of the Issuer held directly by HLDR NUS because HLDR has voting and investment power over such securities.
- F4Securities of the Issuer held directly by HLDR Fund I TE LP ("HLDR TE"). HLDR, through investment management and/or other governance agreements, may be deemed to indirectly beneficially own the securities of the Issuer held directly by HLDR TE because HLDR has voting and investment power over such securities.
- F5Securities of the Issuer held directly by HLDR Fund I UST LP ("HLDR UST"). HLDR, through investment management and/or other governance agreements, may be deemed to indirectly beneficially own the securities of the Issuer held directly by HLDR UST because HLDR has voting and investment power over such securities.
- F6Securities of the Issuer held directly by Praetor Fund 1 ("Praetor"), a sub-fund of Praetorium Fund I ICAV. HLDR, through investment management and/or other governance agreements, may be deemed to indirectly beneficially own the securities of the Issuer held directly by Praetor because HLDR has voting and investment power over such securities.
- F7Securities of the Issuer held directly by Soryn HLDR Vehicle II LLC ("Soryn", and together with CAZ Halcyon, CAZ Offshore, HLDR NUS, HLDR TE, HLDR UST, and Praetor, the "Accounts"). HLDR, through investment management and/or other governance agreements, may be deemed to indirectly beneficially own the securities of the Issuer held directly by Soryn because HLDR has voting and investment power over such securities. The warrant to purchase shares of common stock of the Issuer held directly by Soryn is subject to certain anti-dilution adjustments described in the warrant.
- F8HLDR Management GP LLC ("HLDR Management") is the general partner of HLDR. Halcyon Management Holdings GP LLC ("Halcyon Management") is the sole member of HLDR Management. Halcyon Management Partners LP ("Halcyon Partners") is the sole member of Halcyon Management. Halcyon Management Partners GP LLC ("Halcyon Partners GP") is the general partner of Halcyon Partners. John Bader is the Chief Executive Officer of HLDR, HLDR Management, Halcyon Management, Halcyon Partners and Halcyon Partners GP. Jason Dillow is the Chief Investment Officer of HLDR. By virtue of their relationship with HLDR, each of HLDR Management, Halcyon Management, Halcyon Partners, Halcyon Partners GP, Mr. Bader and Mr. Dillow may be deemed to exercise voting and investment power over the securities of the Issuer directly held by the Accounts.
- F9Each of HLDR, HLDR Management, Halcyon Management, Halcyon Partners, Halcyon Partners GP, Mr. Bader and Mr. Dillow disclaims beneficial ownership of securities of the Issuer held directly by the Accounts except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of HLDR, HLDR Management, Halcyon Management, Halcyon Partners, Halcyon Partners GP, Mr. Bader or Mr. Dillow is the beneficial owner of such securities for purposes of Section 16 or any other purpose.