SEC Form 4 · accession 0000914190-16-000959
ORANGEHOOK, INC. · ORHK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Mandel
Officer — President & CEO · Director · 10% Owner
Period of report
Dec 1, 2016
Accepted (ET)
Dec 13, 2016 · 5:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001503985
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 250,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series OH-1 Convertible Preferred StockF3,F4,F2 | — | Dec 1, 2016 | A | 46,917 | A | — | — | Common Stock | 1,000,000 | 46,917 | D |
| Series OH-2 Convertible Preferred StockF3,F4,F5,F6 | — | Dec 1, 2016 | A | 368 | A | — | — | Common Stock | 52,624 | 368 | D |
| Series OH-1 Purchase WarrantF3,F4,F2,F7 | $149.20 | Dec 1, 2016 | A | 839 | A | — | Oct 16, 2021 | Series OH-1 Convertible Preferred Stock | 839 | 839 | D |
| Series OH-1 Purchase WarrantF3,F4,F2,F7 | $149.20 | Dec 1, 2016 | A | 396 | A | — | Mar 1, 2023 | Series OH-1 Convertible Preferred Stock | 396 | 396 | D |
Explanation of responses
- F1Represents shares of restricted common stock that vest as to 1/3 of the shares immediately upon grant, 1/3 of the shares upon closing of the acquisition of equity or assets of OrangeHook, Inc. by the Issuer (the "Transaction") and 1/3 of the shares upon the 1st anniversary of the closing of Transaction. As described in footnote 2, the Transaction closed 12-1-16.
- F2On 12-1-16, Nuvel Holdings, Inc. acquired OrangeHook, Inc., a Minnesota corporation, under an Agreement and Plan of Merger dated 7-1-16, as amended by Amendment No. 1 to Agreement and Plan of Merger dated 10-14-16 (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, outstanding shares of OrangeHook common stock, par value $.01 per share, and other outstanding securities convertible into OrangeHook common stock, were exchanged for a pro rata portion of 500,000 shares of a new series of preferred stock of Nuvel, par value $0.001 per share, titled "Series OH-1 Convertible Preferred Stock." The approximate exchange ratio was 4.6917384726 shares of Series OH-1 Convertible Preferred Stock for 100 shares of OrangeHook common stock.
- F3The company expects to seek shareholder approval to effect a recapitalization in which it would complete a One-for-One Million Two Hundred Thousand (1-for-1,200,000) reverse split of the common stock of Nuvel (the "Reverse Stock Split"). Assuming the requisite shareholder approval is obtained, upon consummation of the Reverse Stock Split and without any action by the holders of Series OH-1 Convertible Preferred Stock, all outstanding shares of Series OH-1 Convertible Preferred Stock and other securities convertible into Series OH-1 Convertible Preferred Stock would convert into shares of fully paid and non-assessable Nuvel common stock (or other securities convertible into Nuvel common stock) at a conversion ratio equal to the quotient derived by dividing the number of outstanding shares of OrangeHook common stock and other outstanding securities convertible into OrangeHook common stock, in each case immediately prior to the merger, by 500,000 (continued)
- F4(continuation) (or approximately 21.314061 shares of Nuvel common stock for each share of Series OH-1 Convertible Preferred Stock). The Reverse Stock Split would not impact the number of outstanding shares of Series OH-2 Convertible Preferred Stock or the conversion ratio applicable thereto.
- F5In accordance with the terms of the Merger Agreement, each share of OrangeHook preferred stock was exchanged for one share of a new series of preferred stock of Nuvel, par value $0.001 per share, titled "Series OH-2 Convertible Preferred Stock." Each share of Series OH-2 Convertible Preferred Stock is convertible at any time into 143 shares of common stock at the election of the holder.
- F6Each share of Series OH-2 is convertible at any time at the election of the holder into 143 shares of Nuvel common stock and does not have an expiration date.
- F7Fully exercisable.