SEC Form 4 · accession 0000914190-18-000083
ORANGEHOOK, INC. · ORHK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey J. Hattara
Officer — Chief Strategy Officer · Director
Period of report
Dec 27, 2016
Accepted (ET)
Feb 26, 2018 · 7:22 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 | Dec 27, 2016 | C | 426,766 | $0.00 | A | 426,766 | D | |
| Common StockF2 | Dec 27, 2016 | C | 299,960 | $0.00 | A | 299,960 | I | By MetaConn Corporation |
| Common Stock | May 1, 2017 | G | 223,202 | $0.00 | D | 76,758 | I | By MetaConn Corporation |
| Common Stock | May 1, 2017 | G | 40,000 | $0.00 | A | 466,766 | D | |
| Common StockF3 | Dec 31, 2017 | J | 2,706 | — | A | 469,472 | 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 StockF1,F4 | — | Dec 27, 2016 | C | 20,023 | D | — | — | Common Stock | 426,766 | 0 | D |
| Series OH-1 Convertible Preferred StockF2,F4 | — | Dec 27, 2016 | C | 14,073 | D | — | — | Common Stock | 299,960 | 0 | I |
| Series OH-2 Convertible Preferred StockF5,F4 | — | holding | — | — | — | — | — | Common Stock | 7,150 | 50 | D |
| Common Stock Purchase WarrantF7,F6,F8 | $7.00 | holding | — | — | — | — | Jan 12, 2022 | Common Stock | 3,575 | 3,575 | D |
| Stock Option (right to buy)F9,F6,F8 | $7.00 | holding | — | — | — | — | Aug 18, 2024 | Common Stock | 3,571 | 3,571 | D |
Explanation of responses
- F1Represents the conversion of 20,022.74 shares of Series OH-1 Convertible Preferred Stock into common stock.
- F2Represents the conversion of 14,073.34 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 $13,528.77 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.
- F4On 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.
- F5Each 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.
- F6Upon 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").
- F7This warrant was previously reported as covering 167.73 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- F8Fully exercisable.
- F9This option was previously reported as covering 167.65 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.