SEC Form 4 · accession 0001144204-18-055023
One Horizon Group, Inc. · OHGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Zhanming Wu
10% Owner
Period of report
Oct 15, 2018
Accepted (ET)
Oct 23, 2018 · 6:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000225211
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 15, 2018 | J | 354,409 | — | A | 15,354,409 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class C Warrant (right to buy) | $18.00 | holding | — | — | — | Dec 22, 2014 | Dec 21, 2018 | Common Stock | 64,815 | 64,815 | D |
| Class D Warrant (right to buy) | $21.00 | holding | — | — | — | Dec 22, 2014 | Dec 21, 2018 | Common Stock | 64,815 | 64,815 | D |
Explanation of responses
- F1On or about October 15, 2018, pursuant to the terms of a Settlement Agreement dated as of October 15, 2018, by and among the Reporting Person, the Issuer, Mark White, Martin Ward, Richard Vos, Nicholas Carpinello, and Robert Law (the "Settlement Agreement"), the Issuer issued 354,409 shares of the Issuer's common stock to the Reporting Person. The number of shares of common stock issued to the Reporting Person was determined by dividing $100,000 by the average of the closing prices of the Issuer's shares of Common Stock on The NASDAQ Stock Market during the five consecutive trading days preceding entry into the Settlement Agreement, which average was $0.28216.
- F2In the Settlement Agreement, the Issuer agreed to reimburse the Reporting Person $100,000 in the form of shares of common stock in lieu of cash, which amount reflects a portion of the legal expenses incurred by the Reporting Person in prosecuting two actions against the Issuer and its directors in the Delaware Court of Chancery, which were the subject of the Settlement Agreement.