SEC Form 4 · accession 0001144204-17-060402
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 17, 2017
Accepted (ET)
Nov 21, 2017 · 4:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000922521
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2,F3 | $0.001 | Nov 17, 2017 | A | 13,859,128 | A | Nov 17, 2017 | Nov 17, 2027 | Common Stock | 13,859,128 | 13,859,128 | I |
Explanation of responses
- F1The warrants reported herein were issued by Falconstor Software, Inc. (the "Issuer") to HCP-FVA, LLC, a Delaware limited liability company ("HCP-FVA"), in connection with (i) a loan made to the Issuer by HCP-FVA in the principal amount of $500,000 and (ii) a commitment from Hale Capital Partners, LP ("HCP") to purchase up to $3,000,000 worth of units from the Issuer in a proposed private placement of units subject to, and on the terms and conditions set forth in, that certain commitment letter, dated as of November 17, 2017, by and between HCP and the Issuer.
- F2The warrants to purchase shares of common stock of the Issuer reported herein are held by 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.
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 are directors by deputization by virtue of the fact that MH currently serves on the board of directors of the Issuer.