SEC Form 4 · accession 0000914190-18-000114
ORANGEHOOK, INC. · ORHK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David W. Batchelor
Officer — Chief Relations Officer · Director · 10% Owner
Period of report
Dec 27, 2016
Accepted (ET)
Mar 6, 2018 · 8:54 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 StockF1 | Dec 27, 2016 | C | 676,865 | $0.00 | A | 676,865 | 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,F2 | — | Dec 27, 2016 | C | 31,757 | D | — | — | Common Stock | 676,865 | 0 | D |
| Stock Option (right to buy)F4,F3,F5 | $3.18 | holding | — | — | — | — | May 21, 2023 | Common Stock | 228,413 | 228,413 | D |
Explanation of responses
- F1Represents the conversion of 31,756.74 shares of Series OH-1 Convertible Preferred Stock into common stock.
- F2On 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.
- F3Upon 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").
- F4This option was previously reported as covering 10,716.54 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- F5Fully exercisable.