SEC Form 4 · accession 0001209191-16-089437
Nuvola, Inc. · 0000
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William R. Scheidhauer
Officer — President and COO
Period of report
Dec 31, 2015
Accepted (ET)
Jan 5, 2016 · 7:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001609319
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F1,F2 | $0.41 | Dec 31, 2015 | J | 920,757 | A | — | Jul 1, 2025 | Common Stock | 920,757 | 920,757 | D |
| 8% Convertible Promissory Note due 2017F3,F4,F5 | $0.41 | Dec 31, 2015 | J | — | A | — | Nov 16, 2017 | Common Stock | 243,902 | — | D |
Explanation of responses
- F1Received in exchange for an option to acquire 750,000 units of membership interests in Modern Round, L.L.C. ("Modern Round") for $.50 per unit, in connection with the merger of Nuvola Merger Sub, LLC, a wholly owned subsidiary of the Issuer, with and into Modern Round (the "Merger").
- F2One-fifth of the total number of shares subject to the option shall vest and become exercisable on each anniversary of July 1, 2015, until fully vested on July 1, 2020.
- F3Converted in the Merger from an 8% convertible promissory note issued by Modern Round to the reporting person in the principal amount of $100,000.00 (the "Note"), which was convertible into units of membership interests in Modern Round for $0.50 per unit.
- F4The Note is convertible at any time that any amount of principal and interest accrued thereon remain outstanding.
- F5Based on the conversion rate of $0.41 per share on the unpaid principal amount of the Note.