Edgar Filing: HCP-FVA, LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HCP-FVA, LLC

2. Issuer Name and Ticker or Trading Symbol
FALCONSTOR SOFTWARE INC [FALC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

C/O HALE CAPITAL PARTNERS, LP, 17 STATE STREET, SUITE 3230

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2018

(Street)

NEW YORK, NY 10004

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/18/2018		M		303,379,065 ⁽¹⁾	A	$ 0.001	357,601,020	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants ⁽¹⁾

$ 0.001

12/18/2018

303,379,065

⁽²⁾

Common Stock

303,379,065

$ 0

1,543,630 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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

Signatures

HCP-FVA, LLC, By: Hale Capital Partners, LP, its sole member, By: /s/ Martin Hale, Jr., its CEO		12/20/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 ("HCP-FVA"), a Delaware limited liability company, exercised that certain Financing Unit Warrant, dated February 23, 2018 (the "Financing Unit Warrant"), to purchase 303,379,065 shares of common stock (the "Common Stock") of Falconstor Software, Inc. (the "Issuer").
(2)	The Financing Unit Warrant is presently exercisable and expires on February 23,2028, unless the expiration date of the Financing Unit Warrant is accelerated by the Issuer in accordance with the terms of the Financing Unit Warrant. The Issuer accelerated the expiration date of the Financing Unit Warrant to December 31, 2018.
(3)	Represents the remaining backstop warrants held by HCP-FVA to purchase 1,543,630 shares of Common Stock as set forth in the previous filings of HCP-FVA.
Remarks: HCP-FVA has the right to designate a director of the Issuer pursuant to the terms of the Amended and Restated 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.

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