SEC Form 4 · accession 0000914190-18-000112

ORANGEHOOK, INC. · ORHK

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

Reporting owner

Robert F. Riess

Officer — COO & CMO

Period of report

Dec 27, 2016

Accepted (ET)

Mar 5, 2018 · 10:43 am 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 Stock^F1	Dec 27, 2016	C	136,777	$0.00	A	136,777	D
Common Stock^F2	Dec 31, 2017	J	7,036	—	A	143,813	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,F3	—	Dec 27, 2016	C	6,417	D	—	—	Common Stock	136,777	0	D
Series OH-2 Convertible Preferred Stock^F4,F3	—	holding	—	—	—	—	—	Common Stock	18,590	130	D
Common Stock Warrants (right to buy)^F6,F5,F7	$7.00	holding	—	—	—	—	Oct 16, 2021	Common Stock	7,150	7,150	D
Common Stock Warrants (right to buy)^F8,F5,F7	$7.00	holding	—	—	—	—	Mar 1, 2023	Common Stock	2,145	2,145	D

Explanation of responses

F1Represents the conversion of 6,417.22 shares of Series OH-1 Convertible Preferred Stock into common stock.
F2Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued shares of Common Stock in lieu of the payment of $35,174.76 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.
F3On 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.
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 335.46 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 100.64 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.