SEC Form 4 · accession 0001140361-15-043504
iSign Solutions Inc. · ISGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael W. Engmann
Director · 10% Owner
Period of report
May 17, 2013
Accepted (ET)
Dec 3, 2015 · 1:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000727634
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D-1 PreferredF2,F3,F1 | $0.0225 | May 17, 2013 | P | 40,000 | A | May 17, 2013 | — | Common Stock | 1,777,778 | 40,000 | D |
| Series D-2 PreferredF2,F3,F1 | $0.05 | May 17, 2013 | P | 160,000 | A | May 17, 2013 | — | Common Stock | 3,200,000 | 160,000 | D |
| WarrantsF4,F3 | $0.03 | Nov 6, 2013 | J | 6,250,000 | A | Nov 6, 2013 | Nov 5, 2016 | Common Stock | 6,250,000 | 6,250,000 | D |
| WarrantsF4,F3 | $0.03 | Dec 13, 2013 | J | 5,000,000 | A | Dec 13, 2013 | Dec 12, 2016 | Common Stock | 5,000,000 | 5,000,000 | D |
| WarrantsF5,F3 | $0.0275 | Dec 31, 2013 | J | 4,881,407 | A | Dec 31, 2013 | Dec 30, 2016 | Common Stock | 4,881,407 | 4,881,407 | D |
| Series D-1 PreferredF6,F3,F1 | $0.0225 | Dec 31, 2013 | J | 357,415 | A | Dec 31, 2013 | — | Common Stock | 15,885,111 | 397,415 | D |
| Series D-2 PreferredF6,F3,F1 | $0.05 | Dec 31, 2013 | J | 178,707 | A | Dec 31, 2013 | — | Common Stock | 3,574,140 | 338,707 | D |
| Series D-1 PreferredF7,F8,F3,F1 | $0.0225 | Dec 31, 2013 | J | 133,333 | A | Dec 31, 2013 | — | Common Stock | 5,925,911 | 533,308 | D |
| Series D-2 PreferredF7,F8,F3,F1 | $0.05 | Dec 31, 2013 | J | 66,667 | A | Dec 31, 2013 | — | Common Stock | 1,333,340 | 415,616 | D |
| Series D-1 PreferredF9,F3,F1 | $0.0225 | Dec 31, 2013 | J | 40,000 | D | May 17, 2013 | — | Common Stock | 1,777,778 | 493,308 | D |
| Series D-2 PreferredF9,F3,F1 | $0.05 | Dec 31, 2013 | J | 160,000 | D | May 17, 2013 | — | Common Stock | 3,200,000 | 255,616 | D |
| WarrantsF10,F3 | $0.0275 | Dec 31, 2013 | J | 1,818,181 | A | Dec 31, 2013 | Dec 31, 2016 | Common Stock | 1,818,181 | 6,699,588 | D |
| WarrantsF5,F3 | $0.0275 | May 15, 2014 | J | 4,881,407 | A | May 15, 2014 | May 14, 2017 | Common Stock | 4,881,407 | 4,881,407 | D |
| WarrantsF11,F3 | $0.0275 | May 15, 2014 | J | 1,818,181 | A | May 15, 2014 | Dec 31, 2016 | Common Stock | 1,818,181 | 1,818,181 | D |
| Series D-1 PreferredF3,F1 | $0.0225 | Aug 5, 2014 | P | 400,000 | A | Aug 5, 2014 | — | Common Stock | 17,777,778 | 893,308 | D |
| WarrantsF11,F3 | $0.0275 | Aug 14, 2014 | J | 1,818,181 | A | Aug 14, 2014 | Dec 31, 2016 | Common Stock | 1,818,181 | 1,818,181 | D |
| WarrantsF5,F3 | $0.0275 | Aug 14, 2014 | J | 4,881,407 | A | Aug 14, 2014 | Aug 13, 2017 | Common Stock | 4,881,407 | 4,881,407 | D |
| WarrantsF11,F3 | $0.0275 | Nov 14, 2014 | J | 1,818,181 | A | Nov 14, 2014 | Dec 31, 2016 | Common Stock | 1,818,181 | 1,818,181 | D |
| WarrantsF5,F3 | $0.0275 | Nov 14, 2014 | J | 4,881,407 | A | Nov 14, 2014 | Nov 13, 2017 | Common Stock | 4,881,407 | 4,881,407 | D |
| Series D-1 PreferredF12,F13,F3,F1 | $0.0225 | Mar 24, 2015 | P | 1,000,000 | A | Mar 24, 2015 | — | Common Stock | 44,444,444 | 1,961,504 | D |
| WarrantsF12,F3 | $0.0225 | Mar 24, 2015 | P | 1,000,000 | A | Mar 24, 2015 | Mar 23, 2018 | Common Stock | 22,222,222 | 1,000,000 | D |
| Series D-1 PreferredF14,F3,F1 | $0.0225 | Jul 23, 2015 | P | 200,000 | A | Jul 23, 2015 | — | Common Stock | 8,888,889 | 2,161,504 | D |
| WarrantsF14,F3 | $0.0125 | Jul 23, 2015 | P | 200,000 | A | Jul 23, 2015 | Jul 22, 2018 | Common Stock | 8,000,000 | 200,000 | D |
| Series D-1 PreferredF15,F3,F1 | $0.0225 | Sep 30, 2015 | J | 130,284 | A | Sep 30, 2015 | — | Common Stock | 5,790,400 | 2,291,788 | D |
| Series D-2 PreferredF15,F3,F1 | $0.05 | Sep 30, 2015 | J | 21,657 | A | Sep 30, 2015 | — | Common Stock | 433,140 | 304,116 | D |
| WarrantsF16,F3 | $0.0225 | Nov 10, 2015 | H | 1,000,000 | D | Mar 24, 2015 | Mar 23, 2018 | Common Stock | 22,222,222 | 0 | D |
| WarrantsF16,F3 | $0.0125 | Nov 10, 2015 | P | 1,000,000 | A | Nov 10, 2015 | Mar 23, 2018 | Common Stock | 16,000,000 | 1,000,000 | D |
| WarrantsF16,F3 | $0.0125 | Nov 10, 2015 | J | 17,777,778 | A | Nov 10, 2015 | Nov 9, 2018 | Common Stock | 17,777,778 | 17,777,778 | D |
| OptionsF17,F3 | $0.008 | Nov 16, 2015 | A | 1,000,000 | A | — | Nov 15, 2023 | Common Stock | 1,000,000 | 1,000,000 | D |
Explanation of responses
- F1The conversion rights of these securities do not expire.
- F10These warrants were issued in connection with the transactions described in Notes 7 and 9. As described in the Form 8-K referred to in Note 9, those transactions entitled Mr. Engmann to receive additional warrants based on whether the Issuer achieved certain revenue targets in 2014.
- F11These are additional warrants issued as described in Note 10.
- F12These securities are components of the Issuer's units issued on this date at a purchase price of $1.00 per unit. Each unit consisted of one share of Series D-1 and one warrant to purchase 22.22 shares of the Issuer's common stock.
- F13On December 31, 2014, Mr. Engmann received a stock dividend of 68,196 shares of Series D-1 and 26,843 shares of Series D-2.
- F14These securities are components of the Issuer's units issued on this date at a purchase price of $1.00 per unit. Each unit consisted of one share of Series D-1 and one warrant to purchase 40 shares of the Issuer's common stock.
- F15Stock dividend.
- F16On this date, the exercise price of the Warrants issued March 24, 2015 was reduced and Mr. Engmann was issued additional warrants.
- F17These options were granted under the Issuer's 2011 Stock Compensation Plan in connection with Mr. Engmann's service as a director of the Issuer, will vest quarterly over three years and have a seven-year term.
- F2These securities are components of the Issuer's Series D Convertible Preferred Stock units. Each unit had a price of $5 and consisted of one share of Series D-1 Convertible Preferred Stock ("Series D-1") and four shares of Series D-2 Convertible Preferred Stock ("Series D-2").
- F3These securities are owned solely by Michael W. Engmann, who is a member of a "group" for purposes of section 13(d) of the Securities Exchange Act of 1934, as amended, with MDNH Partners, LP, a California limited partnership.
- F4These securities were issued under the terms of certain indebtedness of the Issuer to Mr. Engmann that entitled him to receive warrants based on whether the Issuer achieved certain revenue targets.
- F5These securities were issued under the terms of certain indebtedness of the Issuer to Mr. Engmann and interest thereon, which terms entitled him to receive warrants based on whether the Issuer achieved certain revenue targets.
- F6These securities were issued in exchange for the conversion of $525,000 in indebtedness of the Issuer to Mr. Engmann and $11,122 in interest thereon.
- F7These securities are components of the Issuer's Units issued on December 31, 2013. Each Unit had a price of $3 and consisted of two shares of Series D-1 and one share of Series D-2. Mr. Engmann received them and the warrants described in Note 10 in exchange for the securities issued on May 17, 2013 described above and the conversion of indebtedness of the Issuer to Mr. Engmann.
- F8On December 31, 2013, Mr. Engmann received a stock dividend of 2,560 shares of Series D-1 and 10,242 shares of Series D-2.
- F9These securities were exchanged as described in Note 7 and the Issuer's Form 8-K filed January 7, 2014.