SEC Form 4 · accession 0000914190-18-000076

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 27, 2016

Accepted (ET)

Feb 26, 2018 · 7:18 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
Common Stock^F2	Dec 27, 2016	C	1,000,000	$0.00	A	1,000,001	D
Common Stock	Apr 6, 2017	G	200,000	$0.00	D	800,001	D
Common Stock^F3	Dec 31, 2017	J	18,736	—	A	818,737	D
Common Stock^F1	holding	—	—		—	1	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	46,917	D	—	—	Common Stock	1,000,000	0	D
Series OH-2 Convertible Preferred Stock^F10,F9,F4	—	Dec 31, 2017	J	210	A	—	—	Common Stock	30,030	210	I
Common Stock Purchase Warrant^F10,F7	$7.00	Dec 31, 2017	J	15,015	A	—	Dec 31, 2024	Common Stock	15,015	15,015	I
Series OH-2 Convertible Preferred Stock^F4,F1	—	holding	—	—	—	—	—	Common Stock	52,624	368	D
Common Stock Purchase Warrant^F1,F6,F5,F7	$7.00	holding	—	—	—	—	Oct 16, 2021	Common Stock	17,875	17,875	D
Common Stock Purchase Warrant^F1,F8,F5,F7	$7.00	holding	—	—	—	—	Mar 1, 2023	Common Stock	8,437	8,437	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.
F10Mr. Mandel is the sole trustee of the trust that owns Shorewood Village Shopping Center, Inc.
F2Represents the conversion of 46,917.38 shares of Series OH-1 Convertible Preferred Stock into common stock.
F3Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued shares of Common Stock in lieu of the payment of $93,675.03 of cash dividends accrued on shares of Series OH-2 Convertible Preferred Stock, at a conversion rate of one share of Common Stock per $5.00 of accrued dividends. The conversion was dated effective as of 12-31-17.
F4Each share of Series OH-2 Convertible Preferred Stock is convertible at any time at the election of the holder into 143 shares of OrangeHook common stock and does not have an expiration date.
F5Upon completion of the Reverse Stock Split, all 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").
F6This warrant was previously reported as covering 838.65 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
F7Fully exercisable.
F8This warrant was previously reported as covering 395.84 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
F9Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued Units, consisting of Series OH-2 Preferred Stock and Warrants, upon the conversion of outstanding debt, with a conversion price of one Unit per $1,000 of converted debt. The conversion was dated effective as of 12-31-17.