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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 | $ 0.001 | 10/09/2018 | A | 763,915 | (2) | 02/23/2028 | Common Stock | 763,915 | (3) | 763,915 | D | ||||
| Series A Convertible Preferred Stock | (4) | 10/09/2018 | A | 1,405 | (5) | (5) | Common Stock | 13,709 (4) | $ 0.2711 (3) | 1,405 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KELLY MICHAEL P C/O FALCONSTOR SOFTWARE, INC. 701 BRAZOS STREET, SUITE 400 AUSTIN, TX 78701 |
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| /s/ Michael P. Kelly | 11/27/2018 | |
| **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) | Represents shares of restricted stock that were forfeited by the Reporting Person. |
| (2) | The warrants reported herein were issued by the Issuer to the Reporting Person in connection with its purchase of 62,447 units (each, a "Unit") in a private placement ("Financing"). The warrants are exercisable at any time prior to the expiration date. |
| (3) | The reported securities are included with 62,447 Units purchased by the Reporting Person for $0.371063 per Unit. Each Unit consists of (a) $0.10 in Issuer's senior secured debt, (b) warrants to purchase 12.233 shares of the Issuer's common stock, and (c) 0.0225 shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") at a per Unit price of $0.271063 (subject to certain adjustments). |
| (4) | Each share of Preferred Stock of the Issuer has a stated value of $10 (the "Stated Value"). Each share of Preferred Stock is initially convertible into such number of shares of common stock determined by dividing the Stated Value by $1.02488, the initial conversion price of the Preferred Stock. The conversion price of the Preferred Stock is subject to adjustment from time to time in accordance with the terms of the Certificate of Designations of the Preferred Stock, including for accrued but unpaid dividends. |
| (5) | The Preferred Stock is convertible at any time, at the holder's election, into common stock of the Issuer and has no expiration date. The Preferred Stock accrues dividends which may, under circumstances, be paid in shares of common stock. |