UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A-1 Preferred Stock | (1) | (1) | Common Stock | 3,254,027 (6) | $ (1) | I | See footnotes (2) (11) |
Series A-2 Preferred Stock | (3) | (3) | Common Stock | 1,254,560 (6) | $ (3) | I | See footnote (4) (11) |
Series A-1 Warrant (right to buy) | 03/27/2017 | (5) | Common Stock | 875,000 (6) | $ 16 | I | See footnote (7) |
Series A-2 Warrant (right to buy) | 10/19/2017 | (5) | Common Stock | 350,000 (6) | $ 16 | I | See footnote (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Satori Capital, LLC 2501 N. HARWOOD ST., 20TH FLOOR, DALLAS, TX 75201 |
X | X | ||
SCGPM, LLC 2501 N. HARWOOD ST., 20TH FLOOR, DALLAS, TX 75201 |
X | |||
Satori Capital Strategic Opportunities GP, LLC 2501 N. HARWOOD ST., 20TH FLOOR, DALLAS, TX 75201 |
X | |||
Satori Capital III GP, LLC 2501 N. HARWOOD ST., 20TH FLOOR, DALLAS, TX 75201 |
X | |||
Satori Capital Strategic Opportunities, LP 2501 N. HARWOOD ST., 20TH FLOOR, DALLAS, TX 75201 |
X | |||
Satori Capital III, LP 2501 N. HARWOOD ST., 20TH FLOOR, DALLAS, TX 75201 |
X | |||
VANDERBECK SUNNY 2501 N. HARWOOD ST., 20TH FLOOR, DALLAS, TX 75201 |
X | |||
Eisenman Randy 2501 N. HARWOOD ST., 20TH FLOOR, DALLAS, TX 75201 |
X |
Satori Capital, LLC; By: /s/ Sunny Vanderbeck; Title: President | 10/24/2018 | |
**Signature of Reporting Person | Date | |
SCGPM, LLC; By: /s/ Sunny Vanderbeck; Title: President | 10/24/2018 | |
**Signature of Reporting Person | Date | |
Satori Capital Strategic Opportunities GP, LLC; By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck; Title: President | 10/24/2018 | |
**Signature of Reporting Person | Date | |
Satori Capital III GP, LLC; By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck; Title: President | 10/24/2018 | |
**Signature of Reporting Person | Date | |
Satori Capital Strategic Opportunities, LP.; By: Satori Capital Strategic Opportunities GP, LLC, its General Partner, By: SCGPM, LLC, its Manager; By: /s/ Sunny Vanderbeck; Title: President | 10/24/2018 | |
**Signature of Reporting Person | Date | |
Satori Capital III, LP; By: Satori Capital III GP, LLC, its General Partner, By: SCGPM, LLC, its Manager; By: /s/ Sunny Vanderbeck; Title: President | 10/24/2018 | |
**Signature of Reporting Person | Date | |
Sunny Vanderbeck; By: /s/ Sunny Vanderbeck | 10/24/2018 | |
**Signature of Reporting Person | Date | |
Randy Eisenman; By: /s/ Randy Eisenman | 10/24/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Each share of Series A-1 Preferred Stock is convertible into common stock of the Issuer and has no expiration date. Upon the closing of the Issuer's initial public offering, 1,000,000 shares of Series A-1 Preferred Stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, will automatically be converted into 3,254,027 shares of common stock of the Issuer. |
(2) | Represents 696,500 shares of Series A-1 Preferred Stock owned by Satori Capital Strategic Opportunities, LP ("Satori CSO") and 303,500 shares of Series A-1 Preferred Stock owned by Satori Capital III, LP ("SCIII"). Satori Capital Strategic Opportunities GP, LLC ("Satori CSOGP"), is the general partner of Satori CSO and Satori Capital III GP, LLC ("SCIIIGP"), is the general partner of SCIII. SCGPM, LLC ("SCGPM") is the manager of Satori CSOGP and SCIIIGP and may be deemed to share voting and dispositive power with respect to the shares held by Satori CSO and SCIII. SCGPM is wholly owned and controlled by Satori Capital, LLC ("Satori Capital"), which is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman through entities that Sunny Vanderbeck or Randy Eisenman own or control. |
(3) | Each share of Series A-2 Preferred Stock is convertible into common stock of the Issuer and has no expiration date. Upon the closing of the Issuer's initial public offering, 400,000 shares of Series A-2 Preferred Stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, will automatically be converted into 1,254,560 shares of common stock of the Issuer. |
(4) | Represents 280,000 shares of Series A-2 Preferred Stock owned by Satori CSO and 120,000 shares of Series A-2 Preferred Stock owned by SCIII. |
(5) | The warrants expire on the earlier of (a) the third anniversary of the date of the Issuer's initial public offering, (b) the fifth anniversary of the issue date, or (c) the occurrence of a deemed liquidation of the Issuer. |
(6) | The number of shares of common stock reported in Column 2 of Table I and the number of underlying shares of common stock reported in Column 3 of Table II do not reflect the 1-for-2.5 reverse stock split, to be effective upon the closing of the issuer's initial public offering. |
(7) | Represents Series A-1 Warrants to purchase 609,437 shares of common stock owned by Satori CSO and Series A-1 Warrants to purchase 265,563 shares of common stock owned by SCIII. |
(8) | Represents Series A-2 Warrants to purchase 243,775 shares of common stock owned by Satori CSO and Series A-2 Warrants to purchase 106,225 shares of common stock owned by SCIII. |
(9) | Represents shares of common stock granted to the Reporting Person by the Issuer pursuant to a letter agreement between the Reporting Person and the Issuer, dated June 22, 2018. |
(10) | Represents 87,063 shares of common stock issuable to Satori CSO and 37,937 shares of common stock issuable to SCIII. |
(11) | This amendment is being filed to correct the number of shares of Common Stock into which the Series A-1 Preferred Stock and Series A-2 Preferred Stock is convertible, to include shares not reflected in the Reporting Person's original Form 3 and to check the director box in Item 4. John Grafer, as representative of the Reporting Person, is a Director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed a Director by Deputization by virtue of its representation on the Board of Directors of the Issuer. |