SEC Form 4 · accession 0001144204-16-132371
FALCONSTOR SOFTWARE INC · FALC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin M Hale Jr.
Director · 10% Owner · Other
Period of report
Nov 4, 2016
Accepted (ET)
Nov 8, 2016 · 2:36 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,F2,F3 | Nov 4, 2016 | J | 191,010 | $1.02 | A | 1,450,391 | I | See footnotes |
| Common StockF4,F5 | Nov 4, 2016 | A | 15,075 | $0.00 | A | 45,075 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares of common stock (the "Common Stock") of Falconstor Software Inc. (the "Issuer") were issued to HCP-FVA, LLC, a Delaware limited liability company ("HCP-FVA"), upon conversion of the accrued dividends due and owing to HCP-FVA, in respect of the Series A Preferred Stock of the Issuer (the "Series A Preferred Stock") held by HCP-FVA, for the quarterly period ending September 30, 2016 in accordance with the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock.
- F2The shares of Common Stock reported herein are held by Hale Capital Partners, LP, a Delaware limited partnership ("HCP"), and HCP-FVA.
- F3Martin Hale, Jr. ("MH") is the Chief Executive Officer of HCP. MH is also (i) the sole owner and managing member of Hale Fund Partners, LLC, a Delaware limited liability company ("HFP"), the general partner of HCP and (ii) the sole owner and Chief Executive Officer of Hale Fund Management, LLC, a Delaware limited liability company ("HFM"). HFM is (i) the general partner of Hale Capital Management, LP ("HCM"), the manager of HCP and (ii) the manager of HCP-FVA. Each of MH, HFP, HFM and HCM disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest.
- F4Represents shares of Restricted Stock granted to MH under the Falconstor Software 2016 Outside Directors Equity Compensation Plan in consideration for services performed as a member of the Board of Directors of the Issuer for the second and third quarters of 2016. The shares of Restricted Stock were fully vested on the date of grant.
- F5MH holds these shares for the benefit of HCP via HCP-FVA.
Remarks
MH serves as a director on the board of directors of the Issuer as a representative of HCP-FVA. Accordingly, HCP, HFP, HFM, HCM and HCP-FVA may be deemed directors by deputization by virtue of the fact that MH currently serves on the board of directors of the Issuer.