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CREATIVE REALITIES, INC. — Director's Dealing 2014
Aug 23, 2014
34876_dirs_2014-08-22_8990abc6-c9f6-4cd8-816c-601bb1e1cfda.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: WIRELESS RONIN TECHNOLOGIES INC (RNIN)
CIK: 0001356093
Period of Report: 2014-08-20
Reporting Person: COGUT CRAIG M (Director, 10% Owner)
Reporting Person: PEGASUS CAPITAL LLC (Director, 10% Owner)
Reporting Person: Pegasus Investors IV GP, LLC (Director, 10% Owner)
Reporting Person: Pegasus Investors IV, L.P. (Director, 10% Owner)
Reporting Person: PEGASUS PARTNERS IV LP (Director, 10% Owner)
Reporting Person: PEGASUS PARTNERS IV (AIV), L.P. (Director, 10% Owner)
Reporting Person: PP IV BSH, LLC (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2014-08-20 | Common Stock | A | 28570934 | — | Acquired | 28570934 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2014-08-20 | Common Stock Warrant (right to buy) | $0.48 | A | 1779015 | Acquired | 2019-08-20 | Common Stock (1779015) | Indirect |
Footnotes
F1: On August 20, 2014, at the effective time of the merger (the "Merger") contemplated by the Agreement and Plan of Merger by and among Wireless Ronin Technologies, Inc. (the "Issuer"), WRT Acquisition, LLC and Creative Realities, LLC ("Creative Realities") dated June 26, 2014, as amended (the "Merger Agreement"), Slipstream Funding, LLC ("Slipstream Funding"), the sole member of Creative Realities, received 28,570,934 shares of common stock (the "Common Stock") of the Issuer and a warrant to purchase 1,779,015 shares of common stock of the Issuer (the "Warrant"). The Warrant is immediately exercisable in whole or in part at an exercise price of $0.48 per share of Issuer common stock, subject to adjustment as set forth in the Warrant.
F2: (Continued from footnote 1) The Warrant will expire at 11:59 p.m. on August 20, 2019. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the limited liability company units of Creative Realities held by Slipstream Funding were converted into the Common Stock and as additional consideration for consummating the Merger, Slipstream Funding received the Warrant.
F3: Slipstream Communications, LLC ("Slipstream Communications") may be deemed to indirectly beneficially own a portion of the Common Stock and the Warrant directly held by Slipstream Funding because Slipstream Communications may be deemed to have voting and dispositive power over such securities as the sole member of Slipstream Funding. BCOM Holdings, LP ("BCOM Holdings") is the managing member of Slipstream Communications. BCOM GP LLC ("BCOM GP") is the general partner of BCOM Holdings. Business Services Holdings, LLC ("Business Services Holdings") is the sole member of BCOM GP. PP IV BSH, LLC ("PP IV BSH"), Pegasus Partners IV (AIV), L.P. ("Pegasus Partners (AIV)") and Pegasus Investors IV, L.P. ("Pegasus Investors") are the members of Business Services Holdings.
F4: (Continued from footnote 3) Pegasus Partners IV, L.P. ("Pegasus Partners") is the sole member of PP IV BSH. Pegasus Investors is the general partner of each of Pegasus Partners (AIV) and Pegasus Partners and Pegasus Investors IV GP, L.L.C. ("Pegasus Investors GP") is the general partner of Pegasus Investors. Pegasus Investors GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Pegasus Capital may be deemed to be directly or indirectly controlled by Craig Cogut. Slipstream Funding, Slipstream Communications, BCOM Holdings, BCOM GP and Business Services Holdings are filing a separate Form 4 to report the transactions reported herein.
F5: (Continued from footnote 4) Each of Slipstream Communications, BCOM Holdings, BCOM GP, Business Services Holdings, PP IV BSH, Pegasus Partners (AIV), Pegasus Partners, Pegasus Investors, Pegasus Investors GP, Pegasus Capital and Mr. Cogut disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Slipstream Communications, BCOM Holdings, BCOM GP, Business Services Holdings, PP IV BSH, Pegasus Partners (AIV), Pegasus Partners, Pegasus Investors, Pegasus Investors GP, Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.