SEC Form 4 · accession 0001213900-18-008106
Helix TCS, Inc. · HLIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Terence J Ferraro
Director · 10% Owner · Other
Nightstone Unlimited, Inc.
10% Owner · Other
Period of report
Jun 1, 2018
Accepted (ET)
Jun 22, 2018 · 5:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001611277
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 1, 2018 | A | 9,238,882 | $0.00 | A | 9,238,882 | I | By Nightstone Unlimited, Inc. |
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)F3 | $0.79 | Jun 1, 2018 | A | 1,430,306 | A | — | Oct 31, 2025 | Common Stock | 1,430,306 | 1,430,306 | D |
Explanation of responses
- F1Received in exchange for 946,343 shares of Bio-Tech Software, Inc. ("BioTrackTHC") stock in connection with its merger into Helix Acquisition Sub, Inc., a wholly-owned subsidiary of the Issuer (the "Merger"). Of the 9,238,882 shares issued to the Reporting Person in connection with the Merger, 498,067 shares are currently being held in escrow and are subject to forfeiture during the eighteen-month period following the Merger to satisfy indemnification obligations of the Issuer, if any.
- F2The Reporting Person is a majority stockholder of Nightstone Unlimited, Inc. The Reporting Person disclaims beneficial ownership of the stock held by Nightstone Unlimited, Inc., except to the extent of his pecuniary interest therein.
- F3Received in the Merger in exchange for an employee stock option to acquire 146,507 shares of BioTrackTHC common stock for $7.67 per share. The stock option vested 25% on the first anniversary of the date of grant and the remaining 75% of the shares subject to the stock option shall vest 6.25% in quarterly installments, subject to the Reporting Person's continued employment with BioTrackTHC.