SEC Form 4 · accession 0000914190-17-000165

ORANGEHOOK, INC. · ORHK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Salvatore D Fazzolari

Director

Period of report

Dec 27, 2016

Accepted (ET)

Jun 9, 2017 · 3:37 pm EDT

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 Stock^F1,F2	Dec 27, 2016	C	101,425	$0.00	A	101,425	D
Common Stock	Jun 7, 2017	X	17,500	$0.01	A	118,925	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 Stock^F1,F2	—	Dec 27, 2016	C	4,759	D	—	—	Common Stock	101,425	0	D
Common Stock Purchase Warrant^F5,F4	$0.01	Jun 7, 2017	X	17,500	D	—	Sep 9, 2018	Common Stock	17,500	0	D
Series OH-2 Convertible Preferred Stock^F1,F3	—	holding	—	—	—	—	—	Common Stock	14,300	100	D
Common Stock Purchase Warrant^F6,F4	$10.00	holding	—	—	—	—	Sep 8, 2021	Common Stock	25,000	25,000	D
Common Stock Purchase Warrant^F7,F4	$7.00	holding	—	—	—	—	Dec 2, 2021	Common Stock	7,150	7,150	D
10% Convertible Promissory Note^F8	$7.00	holding	—	—	—	—	—	Common Stock	—	—	D

Explanation of responses

F1On 12-1-16, OrangeHook, Inc., a Florida corporation formerly named Nuvel Holdings, Inc. (the "Company"), acquired OrangeHook, Inc., a Minnesota corporation, under an Agreement and Plan of Merger (the "Transaction"). On 12-27-2016, the Company amended its articles of incorporation to, among other administrative revisions, effect a one-for-1,200,000 reverse stock split of the Company's common stock (the "Reverse Stock Split"). The Reverse Stock Split did not affect the par value of the Company's common stock or the number of shares of capital stock authorized for issuance.
F2Upon completion of the Reverse Stock Split, all shares and other securities convertible or exercisable into shares of Series OH-1 Convertible Preferred Stock were converted into shares or other securities convertible or exercisable into common stock (the "Conversion").
F3Each share of Series OH-2 Convertible Preferred Stock is convertible at any time at the election of the holder into 143 shares of Company common stock and does not have an expiration date.
F4Fully exercisable.
F5This warrant was previously reported as covering 3,354.59 shares of Series OH-1 at an exercise price of $0.21 per share, but was adjusted to reflect the Conversion.
F6This warrant was previously reported as covering 1,172.93 shares of Series OH-1 at an exercise price of $213.14 per share, but was adjusted to reflect the Conversion.
F7This warrant was previously reported as covering 335.46 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
F8This note was previously reported as convertible into shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion. Note amount does not reflect accured interest, is convertible at any time at the election of the holder and is due on demand.