SEC Form 4 · accession 0001628280-26-041759
QUANTUM CORP /DE/ · QMCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Fichthorn
Director · 10% Owner
Period of report
Jun 1, 2026
Accepted (ET)
Jun 8, 2026 · 9:54 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000709283
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 4, 2026 | C | 11,020,645 | $5.194 | A | 11,020,645 | I | by Dialectic Technology SPV LLC |
| Common StockF1,F2,F4,F3 | Jun 4, 2026 | A | 3,083,975 | $5.194 | A | 14,104,620 | I | by Dialectic Technology SPV LLC |
| Common StockF5 | holding | — | — | — | 28,896 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F6,F3 | $5.194 | Jun 1, 2026 | J | 105,911 | A | Jun 1, 2026 | Jun 1, 2031 | Common Stock | 105,911 | 105,911 | I |
| Convertible NotesF1,F2,F3 | $5.194 | Jun 4, 2026 | C | 57,241,228 | D | Dec 18, 2025 | — | Common Stock | 11,020,645 | 0 | I |
Explanation of responses
- F1On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic (as defined below), Dialectic converted $57,241,228.00 of the previously issued 10.00% PIK senior secured convertible notes due 2028 (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").
- F2In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock (as defined below).
- F3These securities are held directly by Dialectic, a 10% holder of the Issuer, and indirectly by John Fichthorn. Mr. Fichthorn is the Manager of Dialectic Technology Manager LLC, the Manager of Dialectic. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.
- F4On the Closing Date, as consideration for the Conversion, the Issuer issued to Dialectic, (i) 3,083,975 additional shares of Common Stock (the "Consideration Shares"), which represents the quotient of (A) approximately $13.0 million, the present value of nominal PIK interest that would accrue on the Convertible Notes from the Closing Date to the maturity date thereof, discounted at a rate of 11%, plus (B) approximately $3.0 million, the Term Loan Deferred Cash Interest Amount (as defined in the Credit Agreement) owed to Dialectic, divided by $5.194.
- F5Includes 1,625 shares of Common Stock received by the Reporting Report as a result of a distribution of assets from a trust on June 1, 2026, which shares previously held indirectly by such trust were previously inadvertently omitted.
- F6On June 1, 2026 ("Issuance Date"), the Issuer issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Conversion Warrant") to purchase 105,911 (as may be adjusted pursuant to the Conversion Warrant) shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), at an exercise price equal to $5.194 per share (as adjusted from time to time in accordance with the Conversion Warrant) on or after the Issuance Date and until the date that is five (5) years from the Issuance Date.