SEC Form 4 · accession 0001213900-18-008111
Helix TCS, Inc. · HLIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RSG5, LLC
10% Owner · Other
Andrew Schweibold
Director · 10% Owner · Other
RSF5, LLC
10% Owner · Other
RSF4, LLC
10% Owner · Other
Jonathan Rosenthal
10% Owner · Other
Rose Management Group LLC
10% Owner · Other
Rose Capital Fund I GP, LLC
10% Owner · Other
Period of report
Jun 1, 2018
Accepted (ET)
Jun 22, 2018 · 6:17 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 | 10,182,646 | $0.00 | A | 10,182,646 | I | By RSF5, LLC |
| Common StockF3,F2 | Jun 1, 2018 | A | 1,426,235 | $0.00 | A | 1,426,235 | I | By RSG5, LLC |
| Common StockF4 | holding | — | — | — | 1,244,444 | I | By RSF4, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF4,F5,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | 13,784,201 | 13,784,201 | I |
Explanation of responses
- F1Received in exchange for an aggregate of 751,890 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 10,182,646 shares issued to the Reporting Person in connection with the Merger, 343,094 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 and Jonathan Rosenthal are 50/50 owners of Rose Management Group, LLC which is the manager of RSF5, LLC and RSG5, LLC. The Reporting Person disclaims beneficial ownership of the stock held by RSF5, LLC and RSG5, LLC except to the extent of his pecuniary interest therein.
- F3Received in exchange for 146,090 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 1,426,235 shares issued to the Reporting Person in connection with the Merger, 76,888 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.
- F4The Reporting Person and Jonathan Rosenthal are 50/50 owners of Rose Capital Fund I GP, LLC which is the sole manager of RSF4, LLC. The Reporting Person disclaims beneficial ownership of the stock held by RSF4, LLC except to the extent of his pecuniary interest therein.
- F5The Series B Preferred Stock converts to the Issuer's Common Stock on a one-for-one basis.
- F6The Series B Preferred Stock is convertible after May 12, 2018.