SEC Form 4 · accession 0000921895-18-003161
FALCONSTOR SOFTWARE INC · FALC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael P Kelly
Director
Period of report
Mar 1, 2018
Accepted (ET)
Nov 27, 2018 · 4:21 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 | Mar 1, 2018 | J | 104,217 | $0.00 | D | 109,773 | D | |
| Common Stock | Nov 16, 2018 | S | 34,773 | $0.05 | D | 75,000 | D | |
| Common Stock | Nov 16, 2018 | S | 35,000 | $0.0505 | D | 40,000 | D | |
| Common Stock | Nov 19, 2018 | S | 30,000 | $0.0485 | D | 10,000 | D | |
| Common Stock | Nov 20, 2018 | S | 10,000 | $0.044 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF3,F2 | $0.001 | Oct 9, 2018 | A | 763,915 | A | — | Feb 23, 2028 | Common Stock | 763,915 | 763,915 | D |
| Series A Convertible Preferred StockF3,F4,F5 | — | Oct 9, 2018 | A | 1,405 | A | — | — | Common Stock | 13,709 | 1,405 | D |
Explanation of responses
- F1Represents shares of restricted stock that were forfeited by the Reporting Person.
- F2The warrants reported herein were issued by the Issuer to the Reporting Person in connection with its purchase of 62,447 units (each, a "Unit") in a private placement ("Financing"). The warrants are exercisable at any time prior to the expiration date.
- F3The reported securities are included with 62,447 Units purchased by the Reporting Person for $0.371063 per Unit. Each Unit consists 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 Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") at a per Unit price of $0.271063 (subject to certain adjustments).
- F4Each share of Preferred Stock of the Issuer has a stated value of $10 (the "Stated Value"). Each share of Preferred Stock is initially convertible into such number of shares of common stock determined by dividing the Stated Value by $1.02488, the initial conversion price of the Preferred Stock. The conversion price of the Preferred Stock is subject to adjustment from time to time in accordance with the terms of the Certificate of Designations of the Preferred Stock, including for accrued but unpaid dividends.
- F5The Preferred Stock is convertible at any time, at the holder's election, into common stock of the Issuer and has no expiration date. The Preferred Stock accrues dividends which may, under circumstances, be paid in shares of common stock.