SEC Form 4 · accession 0001493152-16-008017
DIGILITI MONEY GROUP, INC. · DGLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Tiburon Opportunity Fund, L.P.
10% Owner
Bortel Investment Management LLC
10% Owner
Peter Bortel
10% Owner
Period of report
Nov 6, 2015
Accepted (ET)
Mar 11, 2016 · 9:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001487906
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF1 | Nov 6, 2015 | J | 350,000 | $0.4816 | A | 2,798,317 | I | See footnote |
| Common stockF1 | Jan 6, 2016 | J | 385,000 | $0.329 | A | 3,183,317 | I | See footnote |
| Common stockF1 | Jan 6, 2016 | J | 68,117 | $0.329 | A | 3,251,434 | I | See footnote |
| Common stockF1 | Mar 7, 2016 | J | 250,000 | $0.329 | A | 3,501,434 | I | See footnote |
| Common stockF1 | Mar 7, 2016 | J | 250,000 | $0.329 | A | 3,751,434 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to purchase common stockF4,F1 | $0.4816 | Nov 6, 2015 | J | 350,000 | D | Oct 22, 2014 | Oct 22, 2019 | Common stock | 350,000 | 183,336 | I |
| Warrant to purchase common stockF5,F1 | — | Nov 16, 2015 | J | 385,000 | A | Nov 16, 2015 | Nov 16, 2020 | Common stock | 385,000 | 385,000 | I |
| Warrant to purchase common stockF6,F1 | — | Nov 24, 2015 | J | 168,117 | A | Nov 24, 2015 | Nov 24, 2020 | Common stock | 168,117 | 168,117 | I |
| Warrant to purchase common stockF1 | $0.329 | Jan 6, 2016 | J | 385,000 | D | Nov 16, 2015 | Nov 16, 2020 | Common stock | 385,000 | 0 | I |
| Warrant to purchase common stockF1 | $0.329 | Jan 6, 2016 | J | 68,117 | D | Nov 24, 2015 | Nov 24, 2020 | Common stock | 68,117 | 100,000 | I |
| Warrant to purchase common stockF1 | $0.329 | Jan 6, 2016 | J | 498,429 | A | Jan 6, 2016 | Jan 6, 2021 | Common stock | 498,429 | 498,429 | I |
| Warrant to purchase common stockF1 | $0.329 | Jan 29, 2016 | J | 250,000 | A | Jan 29, 2016 | Jan 29, 2021 | Common stock | 250,000 | 250,000 | I |
| Warrant to purchase common stockF1 | $0.329 | Feb 28, 2016 | J | 250,000 | A | Feb 28, 2016 | Feb 28, 2021 | Common stock | 250,000 | 250,000 | I |
| Warrant to purchase common stockF1 | $0.329 | Mar 7, 2016 | J | 250,000 | D | Jan 29, 2016 | Jan 29, 2021 | Common stock | 250,000 | 0 | I |
| Warrant to purchase common stockF1 | $0.329 | Mar 7, 2016 | J | 250,000 | D | Feb 28, 2016 | Feb 28, 2021 | Common stock | 250,000 | 0 | I |
| Warrant to purchase common stockF1 | $0.329 | Mar 7, 2016 | J | 250,000 | A | Mar 7, 2016 | Mar 7, 2021 | Common stock | 250,000 | 250,000 | I |
| Convertible preferred stockF3,F1 | — | holding | — | — | — | — | — | Common stock | — | 2,500 | I |
| Warrant to purchase common stockF2,F1 | — | holding | — | — | — | — | — | Common stock | — | 86,957 | I |
| Warrant to purchase common stockF3,F1 | — | holding | — | — | — | — | — | Common stock | — | 571,038 | I |
Explanation of responses
- F1Tiburon Opportunity Fund, L.P. (the "Stockholder"), Bortel Investment Management LLC (the "General Partner"), and Peter Bortel are collectively referred to herein as the "Reporting Persons." The Stockholder directly owns the securities reported herein. The General Partner is the general partner of the Stockholder. Mr. Bortel is the managing member of the General Partner and controls the General Partner's activities. The General Partner and Mr. Bortel may be deemed to have beneficial ownership of the securities reported herein.
- F10On March 7, 2016, to replace exercised warrants, Stockholder was issued a warrant to purchase 250,000 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on March 7, 2016 and expires on March 7, 2021.
- F2On February 3, 2015, Stockholder was issued a warrant to purchase 86,957 shares of common stock ("Common Stock") of Cachet Financial Solutions, Inc. (the "Issuer") with an exercise price of $1.15 per share. The warrant was exercisable on February 3, 2015 and expires on February 3, 2020. Pursuant to an amendment to the warrant on June 3, 2015, the exercise price was reduced to $0.4816 per share. In January 2016, the exercise price per share of the warrant was further reduced by the Issuer to $0.329 per share pursuant to the terms of the warrant, as amended.
- F3On June 3, 2015, Stockholder effected a private purchase for $250,000 of 2,500 shares of convertible preferred stock (convertible into 555,556 shares of Common Stock at $0.45 per share at any time from June 3, 2015 until June 3, 2020) and a warrant to purchase 571,038 shares of Common Stock at an exercise price of $0.4816 per share. The warrant was exercisable on June 3, 2015 and expires on June 3, 2020. In January 2016, the exercise price per share of the warrant and the conversion price per share of the convertible preferred stock were reduced by the Issuer to $0.329 per share pursuant to the terms of the warrant and convertible preferred stock, as amended. In light of such reduction, the convertible preferred stock became convertible into 759,878 shares of Common Stock at $0.329 per share.
- F4On October 22, 2014, Stockholder was issued a warrant to purchase 533,336 shares of Common Stock with an exercise price of $2.00 per share. The warrant was exercisable on October 22, 2014 and expires on October 22, 2019. Pursuant to an amendment to the warrant on June 3, 2015, the exercise price was reduced to $0.4816 per share. On November 6, 2015, Stockholder partially exercised the warrant to purchase 350,000 shares of Common Stock at $0.4816 per share (an aggregate of $168,560). In January 2016, the exercise price per share of the remaining 183,336 shares of Common Stock underlying the warrant was further reduced by the Issuer to $0.329 per share pursuant to the terms of the warrant, as amended.
- F5On November 16, 2015, to replace exercised warrants, Stockholder was issued a warrant to purchase 385,000 shares of Common Stock with an exercise price of $0.4816 per share. The warrant was exercisable on November 16, 2015 and expires on November 16, 2020. Pursuant to an amendment to the warrant on January 5, 2016, the exercise price per share of the warrant was reduced by the Issuer to $0.329 per share. On January 6, 2016, Stockholder fully exercised the warrant to purchase 385,000 shares of Common Stock at $0.329 per share (an aggregate of $126,665).
- F6On November 24, 2015, Stockholder was issued a warrant to purchase 168,117 shares of Common Stock with an exercise price of $0.4816 per share. The warrant was exercisable on November 24, 2015 and expires on November 24, 2020. Pursuant to an amendment to the warrant on January 5, 2016, the exercise price per share of the warrant was reduced by the Issuer to $0.329 per share. On January 6, 2016, Stockholder partially exercised the warrant to purchase 68,117 shares of Common Stock at $0.329 per share (an aggregate of $22,410).
- F7On January 6, 2016, Stockholder was issued a warrant to purchase 498,429 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on January 6, 2016 and expires on January 6, 2021.
- F8On January 29, 2016, in connection with a loan by Stockholder to the Issuer, Stockholder was issued a warrant to purchase 250,000 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on January 29, 2016 and expires on January 29, 2021. On March 7, 2016, Stockholder fully exercised the warrant to purchase 250,000 shares of Common Stock at $0.329 per share (an aggregate of $82,250).
- F9On February 28, 2016, in connection with another loan by Stockholder to the Issuer, Stockholder was issued a warrant to purchase 250,000 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on February 28, 2016 and expires on February 28, 2021. On March 7, 2016, Stockholder fully exercised the warrant to purchase 250,000 shares of Common Stock at $0.329 per share (an aggregate of $82,250).