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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series C Redeemable Convertible Preferred Stock | $ 0 | 03/15/2017 | A | 8,455 | (1) | (1) | Common Stock | 8,455 | $ 0 | 1,866,711 | D (2) (3) (5) | ||||
Series C Redeemable Convertible Preferred Stock | $ 0 | 03/15/2017 | A | 4,203 | (1) | (1) | Common Stock | 4,203 | $ 0 | 928,022 | I | See Footnotes (2) (4) (5) | |||
Series C Redeemable Convertible Preferred Stock | $ 0 | 06/15/2017 | A | 4,187 | (1) | (1) | Common Stock | 4,187 | $ 0 | 1,870,898 | D (2) (3) (5) | ||||
Series C Redeemable Convertible Preferred Stock | $ 0 | 06/15/2017 | A | 2,081 | (1) | (1) | Common Stock | 2,081 | $ 0 | 930,103 | I | See Footnotes (2) (4) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FiveT Capital Holdings AG C/O RABER TREUHAND GMBH CHURERSTRASSE 98 PFAFFIKON, V8 8330 |
X |
/s/ FiveT Capital Holdings AG, by Johannes Minho Roth, Managing Director | 07/07/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Series C Redeemable Convertible Preferred Stock (the "Series C Preferred Stock") is convertible at any time at the option of the holder into shares of the Issuer's Common Stock at a conversion price per share of $0.2343, subject to certain adjustments. The Series C Preferred Stock has no expiration date. |
(2) | On March 15, 2017, FiveT Capital Holdings AG, a limited liability company existing under the laws of Switzerland ("FiveT Capital Holdings"), and Five More Special Situations Fund Limited, a Cayman Islands company ("FiveMore Fund"), acquired 8,455 shares and 4,203 shares, respectively, of the Series C Preferred Stock for payment of a dividend; and on June 15, 2017, FiveT Capital Holdings and FiveMore Fund, acquired 4,187 shares and 2,081 shares, respectively, of the Series C Preferred Stock for payment of a dividend. |
(3) | These shares are held directly by FiveT Capital Holdings. |
(4) | These shares are held directly by FiveMore Fund. FiveT Capital AG ("FiveT Capital"), a wholly-owned subsidiary of FiveT Capital Holdings, provides investment advisory services to FiveMore Fund. |
(5) | Johannes Minho Roth is the Managing Director of FiveT Capital Holdings and has equity interests in each of FiveT Capital Holdings and FiveMore Fund. Mr. Roth is a member of the Board of Directors of the Issuer. Each of FiveT Capital Holdings, FiveT Capital and FiveMore Fund disclaims beneficial ownership of the shares of Series C Preferred Stock, except to the extent of its respective pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of any of such shares. |