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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 | D | ||||
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 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HCP-FVA, LLC C/O HALE CAPITAL PARTNERS, LP 17 STATE STREET, SUITE 3230 NEW YORK, NY 10004 |
X | X | See Remarks |
HCP-FVA, LLC, By: Hale Capital Partners, LP, its sole member, By: /s/ Martin Hale, Jr., its CEO | 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) | As 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. |