SEC Form 4 · accession 0000899243-18-031939
FALCONSTOR SOFTWARE INC · FALC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 27, 2018
Accepted (ET)
Dec 28, 2018 · 4:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000922521
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 27, 2018 | X | 122,214,132 | $0.001 | A | 128,613,493 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF3,F1,F2 | $0.001 | Dec 27, 2018 | X | 122,214,132 | D | — | Feb 23, 2028 | Common Stock | 122,214,132 | 0 | D |
Explanation of responses
- F1The reported securities are held directly by ESW Capital, LLC ("ESW"). Joseph Liemandt is the sole voting member of ESW and may be deemed to have beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, of the securities held by ESW. Mr. Liemandt disclaims Section 16 beneficial ownership of the securities held by ESW, except to the extent, if any, of his pecuniary interest therein.
- F2The warrants reported herein were issued by the Issuer to ESW in connection with its purchase of 9,990,506 units (each, a "Unit") in a private placement that closed on October 10, 2018 ("Financing"). The warrants were exercisable at any time prior to the expiration date.
- F3The reported securities were included with 9,990,506 Units purchased by the reporting person for $0.371063 per Unit in the Financing. Each Unit consisted of (a) $0.10 in Issuer's senior secured debt, (b) warrants to purchase 12.233 shares of the Issuer's common stock, and (c) 0.0225 shares of the Company's Series A Convertible Preferred Stock at a per Unit price of $0.271063 (subject to certain adjustment).