SEC Form 4 · accession 0000914190-18-000088
ORANGEHOOK, INC. · ORHK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Salvatore D Fazzolari
Director
Period of report
Jul 17, 2017
Accepted (ET)
Feb 26, 2018 · 7:29 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 31, 2017 | J | 6,517 | — | A | 125,442 | 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-2 Convertible Preferred StockF2 | — | Jul 17, 2017 | P | 100 | A | — | — | Common Stock | 14,300 | 100 | D |
| Common Stock Warrants (right to buy)F3 | $7.00 | Jul 17, 2017 | P | 7,150 | A | — | Jul 17, 2024 | Common Stock | 7,150 | 7,150 | D |
| 10% Convertible Promissory NoteF5,F4 | $7.00 | Dec 31, 2017 | J | — | D | — | — | Common Stock | — | — | D |
| Series OH-2 Convertible Preferred StockF5,F2 | — | Dec 31, 2017 | J | 175 | A | — | — | Common Stock | 25,025 | 175 | D |
| Common Stock Warrants (right to buy)F5,F3 | $7.00 | Dec 31, 2017 | J | 12,513 | A | — | Dec 31, 2024 | Common Stock | 12,513 | 12,513 | D |
| Series OH-2 Convertible Preferred StockF2 | — | holding | — | — | — | — | — | Common Stock | 14,300 | 100 | D |
| Common Stock Warrants (right to buy)F3 | $10.00 | holding | — | — | — | — | Sep 8, 2021 | Common Stock | 25,000 | 25,000 | D |
| Common Stock Warrants (right to buy)F3 | $7.00 | holding | — | — | — | — | Dec 2, 2021 | Common Stock | 7,150 | 7,150 | D |
Explanation of responses
- F1Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued shares of Common Stock in lieu of the payment of $32,580.84 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.
- F2Each 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.
- F3Fully exercisable.
- F4Note amount does not reflect accrued interest. Principal and interest are convertible at any time at the election of the holder, and the note is due on demand.
- F5Pursuant 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.