SEC Form 4 · accession 0001144204-18-011445
FALCONSTOR SOFTWARE INC · FALC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
HCP-FVA, LLC
Director · 10% Owner · Other
Period of report
Feb 23, 2018
Accepted (ET)
Feb 28, 2018 · 7:31 am 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 | $0.001 | Feb 23, 2018 | A | 41,577,382 | A | Feb 23, 2018 | Feb 23, 2028 | Common Stock | 41,577,382 | 41,577,382 | D |
| WarrantsF2 | $0.001 | Feb 23, 2018 | A | 366,990,000 | A | — | Feb 23, 2028 | Common Stock | 366,990,000 | 366,990,000 | D |
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 consideration for HCP-FVA backstopping that certain private placement of units (the "Financing") contemplated by that certain commitment letter, dated as of November 17, 2017, by and between Hale Capital Partners, LP and the Issuer (the "Commitment").
- F2The warrants reported herein were issued by the Issuer to HCP-FVA in connection with its purchase of $3,000,000 of units in the Financing upon the closing of the Commitment. The warrants are exercisable following receipt of stockholder approval to amend the Issuer's Certificate of Incorporation to increase the number of authorized shares of its common stock in order to permit the exercise of the warrants.
Remarks
HCP-FVA has the right to designate a director of the Issuer pursuant to the terms of the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer and Martin Hale, Jr. is the board designee of HCP-FVA. Accordingly, HCP-FVA is a director by deputization.