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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 | ||||||||
Warrants (1) | $ 0.001 | 04/23/2018 | M | 13,859,128 | 11/17/2017 | 11/17/2027 | Common Stock | 13,724,818 | $ 0 | 0 | I | See Footnotes (4) (5) | |||
Warrants (2) | $ 0.001 | 04/23/2018 | M | 40,033,752 | 02/23/2018 | 02/23/2028 | Common Stock | 39,645,783 | $ 0 | 1,543,630 (4) | I | See Footnotes (4) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HALE MARTIN M JR C/O HALE CAPITAL PARTNERS, LP 17 STATE STREET, SUITE 3230 NEW YORK, NY 10004 |
X | X | See Remarks |
/s/ Martin M. Hale, Jr. | 04/25/2018 | |
**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) | HCP-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. |
(2) | HCP-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. |
(3) | The shares of Common Stock reported herein are held by HCP-FVA and Hale Capital Partners, LP ("HCP"). |
(4) | As set forth in the previous filings of Martin Hale, Jr. ("MH") and HCP-FVA, 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. |
(5) | 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. |
(6) | Represents shares of vested Restricted Stock previously granted to MH under the Issuer's 2016 Outside Direct Equity Compensation Plan in consideration for services performed as a member of the Board of Directors of the Issuer. MH holds these shares for the benefit of HCP. |
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. |