SEC Form 4 · accession 0001144204-18-022358

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

Apr 23, 2018

Accepted (ET)

Apr 25, 2018 · 4:00 pm EDT

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 Stock^F1	Apr 23, 2018	M	13,724,818	$0.001	A	14,576,172	D
Common Stock^F2	Apr 23, 2018	M	39,645,783	$0.001	A	54,221,955	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants^F1	$0.001	Apr 23, 2018	M	13,859,128	D	Nov 17, 2017	Nov 17, 2027	Common Stock	13,724,818	0	D
Warrants^F2,F3	$0.001	Apr 23, 2018	M	40,033,752	D	Feb 23, 2018	Feb 23, 2028	Common Stock	39,645,783	1,543,630	D

Explanation of responses

F1HCP-FVA, LLC, a Delaware limited liability company ("HCP-FVA"), exercised that certain Warrant, dated November 17, 2017, to purchase 13,859,128 shares of common stock ("Common Stock") of Falconstor Software, Inc. (the "Issuer") on a cashless exercise basis with respect to all 13,859,128 shares issuable upon exercise thereof. As a result of such cashless exercise, HCP-FVA received 13,724,818 shares of Common Stock.
F2HCP-FVA exercised that certain Warrant, dated February 23, 2018, to purchase 41,577,382 shares of Common Stock on a cashless exercise basis with respect to 40,033,752 shares issuable upon exercise thereof. As a result of such cashless exercise, HCP-FVA received 39,645,783 shares of Common Stock and retained the right to purchase 1,543,630 shares of Common Stock under such Warrant.
F3As set forth in HCP-FVA's previous filings, HCP-FVA also holds that certain Warrant, dated February 23, 2018, to purchase 366,990,000 shares of Common Stock and shares of Series A Convertible Preferred Stock of the Issuer that are convertible into 8,781,515 shares of Common Stock.

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.