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*
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The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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CUSIP No. 33766Y100
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Page 2 of 5
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1.
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Name of Reporting Persons
Rawleigh Hazen Ralls, IV
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
32,051 (1)
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6.
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Shared Voting Power
378,411
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7.
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Sole Dispositive Power
32,051 (1)
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8.
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Shared Dispositive Power
378,411
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
410,462 (1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
5.5% (2)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Includes 5,900 shares which Mr. Ralls has the right to acquire within sixty days of December 31, 2017 upon conversion of certain call options of the Issuer.
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(2)
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This percentage is calculated based upon 7,430,697 shares of the Issuer's common stock outstanding as of October 31, 2017 as reported in the Issuer's Quarterly Report on Form 10-Q (Commission File No. 814-00830) filed with the Securities and Exchange Commission on November 9, 2017.
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CUSIP No. 33766Y100
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Page 3 of 5
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Item 1(a)
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Name of Issuer
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Item 1(b)
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Address of Issuer's Principal Executive Offices
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Item 2(a)
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Name of Person Filing
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Item 2(b)
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Address of Principal Business Office or, if none, Residence
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Item 2(c)
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Citizenship
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Item 2(d)
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Title of Class of Securities
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Item 2(e)
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CUSIP Number
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Item 3
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Item 4
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Ownership
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Shares
Held Directly (1) |
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Sole
Voting Power (1) |
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Shared
Voting Power (2) |
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Sole
Dispositive Power (1) |
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Shared
Dispositive Power (2) |
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Beneficial
Ownership |
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Percentage
of Class (3) |
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Rawleigh Hazen Ralls, IV
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32,051
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32,051
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378,411
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32,051
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378,411
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410,462
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5.5
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%
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(1)
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Includes 5,900 shares which Mr. Ralls has the right to acquire within sixty days of December 31, 2017 upon conversion of certain call options of the Issuer.
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(2)
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Includes 312,800 shares held by Lacuna Venture Fund LLLP ("Lacuna Venture") and 65,611 shares held by Lacuna Hedge Fund LLLP ("Lacuna Hedge"). Lacuna Ventures GP LLLP ("Lacuna Ventures GP") is the general partner of Lacuna Venture. Lacuna Hedge GP LLLP ("Lacuna Hedge GP") is the general partner of Lacuna Hedge. Lacuna, LLC is the sole general partner of Lacuna Ventures GP and Lacuna Hedge GP. Mr. Ralls is a managing director of Lacuna, LLC and may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of the Issuer held by Lacuna Venture and Lacuna Hedge but disclaims beneficial ownership thereof except to the extent of his pecuniary interest therein.
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(3)
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This percentage is calculated based upon 7,430,697 shares of the Issuer's common stock outstanding as of October 31, 2017 as reported in the Issuer's Quarterly Report on Form 10-Q (Commission File No. 814-00830) filed with the Securities and Exchange Commission on November 9, 2017.
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CUSIP No. 33766Y100
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Page 4 of 5
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Item 5
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Ownership of Five Percent or Less of a Class
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Item 6
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Ownership of More than Five Percent of Another Person
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
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Item 8
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Identification and Classification of Members of the Group
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Item 9
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Notice of Dissolution of Group
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Item 10
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Certification
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/s/ Rawleigh H. Ralls, IV
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Rawleigh H. Ralls, IV, Individually
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