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CREATIVE REALITIES, INC. — Director's Dealing 2014
Aug 23, 2014
34876_dirs_2014-08-22_db356f01-a23b-48b0-9f4a-502b76780bf0.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: WIRELESS RONIN TECHNOLOGIES INC (RNIN)
CIK: 0001356093
Period of Report: 2014-08-20
Reporting Person: Business Services Holdings, LLC (10% Owner)
Reporting Person: BCOM GP LLC (10% Owner)
Reporting Person: BCOM Holdings, LP (10% Owner)
Reporting Person: Slipstream Communications, LLC (10% Owner)
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series A 5% Convertible Preferred Stock | $0.40 | Common Stock () | Indirect | ||
| Common Stock Warrants (right to buy) | $0.50 | 2019-08-20 | Common Stock () | Indirect |
Footnotes
F1: Pursuant to the Securities Purchase Agreement (the "Purchase Agreement") dated August 20, 2014, by and among Wireless Ronin Technologies, Inc. (the "Issuer") and the purchasers indicated therein, Slipstream Communications, LLC ("Slipstream Communications") purchased 1,250,000 shares of the Issuer's Series A 5% Convertible Preferred Stock (the "Preferred Stock") and a warrant to purchase 625,000 shares of the Issuer's common stock (the "Warrant") for an aggregate purchase price of $500,000. Each share of Preferred Stock is immediately convertible into shares of the Issuer's common stock upon receipt at a price per share of common stock equal to $0.40, subject to certain anti-dilution adjustments described in the Certificate of Designation of the Series A 5% Convertible Preferred Stock.
F2: (Continued from footnote 1) The shares of Preferred Stock have no expiration date. The Warrant is immediately exercisable in whole or in part at an exercise price of $0.50 per share of Issuer common stock, subject to adjustment as set forth in the Warrant. The Warrant will expire at 5:00 p.m. New York City time on the five-year anniversary of its issuance.
F3: BCOM Holdings, LP ("BCOM Holdings") may be deemed to indirectly beneficially own a portion of the Preferred Stock and the Warrant held directly by Slipstream Communications because BCOM Holdings may be deemed to have voting and dispositive power over such securities as 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. PP IV BSH, Pegasus Partners, Pegasus Partners (AIV), Pegasus Investors, Pegasus Investors GP, Pegasus Capital and Craig Cogut are filing a separate Form 3 to report the securities beneficially owned reported herein.
F5: (Continued from footnote 4) Each of 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 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.