SEC Form 4 · accession 0001213900-18-015172
FlexShopper, Inc. · FPAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Harold Russell Heiser Jr.
Officer — CFO
Period of report
Nov 8, 2018
Accepted (ET)
Nov 8, 2018 · 4:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001397047
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 8, 2018 | C | 602,974 | $0.93 | A | 649,596 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NoteF1,F4,F2,F3 | $0.93 | Nov 8, 2018 | C | — | D | Sep 25, 2018 | Sep 27, 2018 | Units | 602,974 | — | D |
| Warrants (right to buy) | $1.25 | Nov 8, 2018 | C | 301,487 | A | Nov 8, 2018 | Sep 28, 2023 | Common Stock | 301,487 | 306,487 | D |
Explanation of responses
- F1Half the principal amount of the Convertible Note (plus accrued and unpaid interest thereon) was convertible into the equity securities that were sold by the Issuer in its public offering registered on its Registration Statement on Form S-1 (Registration No. 333-226823) (the "Public Offering") at a conversion price equal to the price per equity security paid to the Issuer by the underwriters in the Public Offering. On September 28, 2018, the Issuer completed the Public Offering of units, each unit consisting of one share of common stock and one-half of one warrant, each whole warrant exercisable for one share of common stock at an exercise price of $1.25.
- F2The reporting person elected to convert the Convertible Note on September 25, 2018, but temporarily waived his right to receive the equity securities underlying the Convertible Note.
- F3Each unit consists of one share of common stock and one-half of one warrant, each whole warrant exercisable for one share of common stock. The shares of common stock and warrants that are part of the units were immediately separable and issued separately.
- F4Following the conversion of a portion of the Convertible Note reported in this row of Table II, the Convertible Note is no longer convertible into the Issuer's common stock.