SEC Form 4 · accession 0001144204-18-011447
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
Feb 23, 2018
Accepted (ET)
Feb 28, 2018 · 7:34 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,F3 | $0.001 | Feb 23, 2018 | A | 41,577,382 | A | Feb 23, 2018 | Feb 23, 2028 | Common Stock | 41,577,382 | 41,577,382 | I |
| WarrantsF2,F3 | $0.001 | Feb 23, 2018 | A | 366,990,000 | A | — | Feb 23, 2028 | Common Stock | 366,990,000 | 366,990,000 | 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 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 ("HCP") 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.
- 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.