SEC Form 4 · accession 0001209191-16-089432
Nuvola, Inc. · 0000
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry M Monheit
Director · 10% Owner
Period of report
Dec 31, 2015
Accepted (ET)
Jan 5, 2016 · 7:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001609319
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 31, 2015 | J | 6,138,383 | — | A | 6,138,383 | I | By Limited Liability Company |
| Common StockF3 | holding | — | — | — | 2,500 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4,F2,F5 | $0.41 | Dec 31, 2015 | J | 521,762 | A | — | Apr 14, 2025 | Common Stock | 521,762 | 521,762 | I |
| 8% Convertible Promissory Note due 2017F6,F2,F7,F8 | $0.41 | Dec 31, 2015 | J | — | A | — | Nov 16, 2017 | Common Stock | 487,804 | — | I |
Explanation of responses
- F1Received in exchange for 5,000,000 units of membership interests in Modern Round, L.L.C. ("Modern Round") in connection with the merger of Nuvola Merger Sub, LLC, a wholly owned subsidiary of the Issuer, with and into Modern Round (the "Merger").
- F2The securities are held by BK Entertainment, L.L.C. ("BK Entertainment"), of which the reporting person controls the investment decisions. BK Entertainment is owned by The Monheit Family Trust U/A Dtd 7/16/2002 of which the reporting person is a trustee and a beneficiary.
- F3The shares are held by Barry M. Monheit, Trustee, SEP PROP Monheit Family Trust U/A Dtd 7/16/2002.
- F4Received in the Merger in exchange for an option to acquire 425,000 units of membership interests in Modern Round for $.50 per unit.
- F5The option is exercisable immediately.
- F6Converted in the Merger from an 8% convertible promissory note issued by Modern Round to BK Entertainment in the principal amount of $200,000.00 (the "Note"), which was convertible into units of membership interests in Modern Round for $0.50 per unit.
- F7The Note is convertible at any time that any amount of principal and interest accrued thereon remain outstanding.
- F8Based on the conversion rate of $0.41 per share on the unpaid principal amount of the Note.