SEC Form 4/A · accession 0001493152-16-008783
DIGILITI MONEY GROUP, INC. · DGLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
Tiburon Opportunity Fund, L.P.
10% Owner
Bortel Investment Management LLC
10% Owner
Peter Bortel
10% Owner
Period of report
Jan 29, 2016
Accepted (ET)
Apr 8, 2016 · 9:52 pm EDT
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,F2 | Mar 7, 2016 | J | 250,000 | $0.329 | A | 3,501,434 | I | See footnote |
| Common stockF1,F2 | 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 stockF1,F2 | $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,F2 | $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,F2 | $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,F2 | $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,F2 | $0.329 | Mar 7, 2016 | J | 250,000 | A | Mar 7, 2016 | Mar 7, 2021 | Common stock | 250,000 | 250,000 | I |
| Warrant to purchase common stockF3,F4,F1,F2 | — | holding | — | — | — | — | — | Common stock | — | 183,336 | I |
| Warrant to purchase common stockF5,F1,F2 | — | holding | — | — | — | — | — | Common stock | — | 86,957 | I |
| Convertible preferred stockF6,F7,F8,F1,F2 | — | holding | — | — | — | — | — | Common stock | — | 2,500 | I |
| Warrant to purchase common stockF6,F7,F8,F1,F2 | — | holding | — | — | — | — | — | Common stock | — | 571,038 | I |
| Warrant to purchase common stockF9,F1,F2 | — | holding | — | — | — | — | — | Common stock | — | 100,000 | I |
| Warrant to purchase common stockF10,F1,F2 | — | holding | — | — | — | — | — | Common stock | — | 498,429 | 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. (FOOTNOTE CONTINUED BELOW)
- F10On 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. This warrant is not subject to a blocker provision nor does this warrant contain "full ratchet" anti-dilution protections that automatically reduce the exercise price of the warrant.
- F11On 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. This warrant is not subject to a blocker provision nor does this warrant contain "full ratchet" anti-dilution protections that automatically reduce the exercise price of the warrant. 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).
- F12On 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. This warrant is not subject to a blocker provision nor does this warrant contain "full ratchet" anti-dilution protections that automatically reduce the exercise price of the warrant. 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).
- F13On 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. This warrant is not subject to a blocker provision nor does this warrant contain "full ratchet" anti- dilution protections that automatically reduce the exercise price of the warrant.
- F2(CONTINUED FROM NOTE 2 ABOVE) The shares of common stock ("Common Stock") of Cachet Financial Solutions, Inc. (the "Issuer") beneficially owned by Reporting Persons do not include Common Stock underlying warrants or preferred stock which contain blocker provisions to the extent that the Common Stock issuable upon the exercise of the warrants or conversion of preferred stock would result in the beneficial ownership of the Reporting Persons above 9.99% of the outstanding shares of Common Stock of the Issuer.
- F3On 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; provided, however, the exercise of such warrant is limited by a blocker provision, which provides that the warrant is not exercisable to the extent that Common Stock issuable upon the exercise of the warrant would result in a beneficial ownership of the reporting person above 9.99% of the issuer's outstanding shares of Common Stock. (FOOTNOTE CONTINUED BELOW)
- F4(CONTINUED FROM NOTE 3 ABOVE)The warrant expires on October 22, 2019. The warrant contained anti-dilution adjustment provisions providing for the reduction of the exercise price of the warrant under certain circumstances, which were amended on June 3, 2015 to provide for "full ratchet" anti-dilution protections automatically reducing the exercise price of the warrant. Pursuant to the anti-dilution adjustment provisions of the warrant, the exercise price was reduced to $0.4816 per share on June 3, 2015. 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, pursuant to the "full ratchet" anti- dilution protection provisions of the warrant, the exercise price per share of the remaining 183,336 shares of Common Stock underlying the warrant was automatically reduced by the Issuer to $0.329 per share.
- F5On February 3, 2015, Stockholder was issued a warrant to purchase 86,957 shares of Common Stock with an exercise price of $1.15 per share. The warrant was exercisable on February 3, 2015; provided, however, the exercise of such warrant is limited by a blocker provision, which provides that the warrant is not exercisable to the extent that Common Stock issuable upon the exercise of the warrant would result in a beneficial ownership of the reporting person above 9.99% of the issuer's outstanding shares of Common Stock. The warrant expires on February 3, 2020. Pursuant to an amendment to the warrant dated June 3, 2015 providing for "full ratchet" anti-dilution protection provisions automatically reducing the exercise price of the warrant, the exercise price was reduced to $0.4816 per share. In January 2016, pursuant to the "full ratchet" anti-dilution protection provisions of the warrant, the exercise price per share of the warrant was automatically reduced to $0.329 per share.
- F6On 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) and a warrant to purchase 571,038 shares of Common Stock at an exercise price of $0.4816 per share. The preferred stock was convertible on June 3, 2015; provided, however, the conversion of such preferred stock is limited by a blocker provision, which provides that the preferred stock is not convertible to the extent that Common Stock issuable upon the conversion of the preferred stock would result in a beneficial ownership of the reporting person above 9.99% of the issuer's outstanding shares of Common Stock. The convertibility of the preferred stock expires on June 3, 2020. (FOOTNOTE CONTINUED BELOW)
- F7(CONTINUED FROM NOTE 6 ABOVE) The warrant was exercisable on June 3, 2015; provided, however, the exercise of such warrant is limited by a blocker provision, which provides that the warrant is not exercisable to the extent that Common Stock issuable upon the exercise of the warrant would result in a beneficial ownership of the reporting person above 9.99% of the issuer's outstanding shares of Common Stock. The warrant expires on June 3, 2020. The warrant and the preferred stock contain "full ratchet" anti-dilution protections automatically reducing the exercise price and conversion price, as applicable. (FOOTNOTE CONTINUED BELOW)
- F8(CONTINUED FROM NOTE 7 ABOVE) In January 2016, pursuant to the "full ratchet" anti-dilution protection provisions of the warrant and the preferred stock, the exercise price per share of the warrant and the conversion price per share of the convertible preferred stock were automatically reduced to $0.329. In light of such reduction, the convertible preferred stock became convertible into 759,878 shares of Common Stock at $0.329 per share.
- F9On 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. This warrant is not subject to a blocker provision nor does this warrant contain "full ratchet" anti-dilution protections that automatically reduce the exercise price of the warrant. 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).