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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 | ||||||||
| Series B Convertible Preferred Stock | (1) | 05/02/2014 | P | 195,500 | (1) | (1) | Common Stock | 195,500 (8) | (2) | 195,500 | I | By TechDevHoldings, LLC (3) (4) | |||
| Series B Convertible Preferred Stock | (1) | 05/02/2014 | P | 195,500 | (1) | (1) | Common Stock | 195,500 (8) | (5) | 195,500 | I | By Granicus IP, LLC (6) (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Spangenberg Audrey 2515 MCKINNEY AVENUE, SUITE 1000-B DALLAS, TX 75201 |
X | |||
| SPANGENBERG ERICH 2515 MCKINNEY AVENUE, SUITE 1000 DALLAS, TX 75201 |
X | |||
| TechDev Holdings, LLC 11700 PRESTON ROAD, SUITE 660-207 DALLAS, TX 75201 |
X | |||
| Acclaim Financial Group, LLC 11700 PRESTON ROAD, SUITE 660-207 DALLAS, TX 75201 |
X | |||
| Audrey Spangenberg, By: /s/ Audrey Spangenberg | 05/05/2014 | |
| **Signature of Reporting Person | Date | |
| Erich Spangenberg, By: /s/ Erich Spangenberg | 05/05/2014 | |
| **Signature of Reporting Person | Date | |
| TechDev Holdings, LLC, By: /s/ Audrey Spangenberg, Title: Manager | 05/05/2014 | |
| **Signature of Reporting Person | Date | |
| Acclaim Financial Group, LLC, By: /s/ Audrey Spangenberg, Title: Managing Director | 05/05/2014 | |
| **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) | The Series B Convertible Preferred Stock is convertible into common stock at any time on a one-for-one basis, and has no expiration date. |
| (2) | The shares of Series B Preferred Stock were acquired by TechDev Holdings, LLC ("TechDev") in consideration for the sale of the membership interests of Dynamic Advances, LLC pursuant to that certain Purchase Agreement entered into by the Issuer and TechDev, among other parties, on May 2, 2014 (as more fully described on the Form 8-K filed by the Issuer on May 5, 2014). The estimated fair market value of Dynamic Advances, LLC is approximately $7.0 million based on the amount of cash paid and the market value of the common stock underlying the preferred stock without any deduction for the restrictions on sale related to the shares and the limitations imposed by the blocker, and without attributing any value to the earn out. |
| (3) | Represents shares held directly by TechDev Holdings, LLC (f/k/a Plutus IP, LLC) ("TechDev"). Acclaim Financial Group, LLC ("AFG") is the sole member of TechDev. Accordingly, AFG may be deemed to beneficially own all of the shares that are owned by TechDev. Audrey Spangenberg is the sole managing member of AFG, and accordingly may be deemed to beneficially own all of the shares that are owned by TechDev. Ms. Spangenberg disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that Ms. Spangenberg is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose. Erich Spangenberg, the spouse of Audrey Spangenberg, may be deemed to beneficially own all of the shares that are owned by Audrey Spangenberg. |
| (4) | (continued from footnote 3) Mr. Spangenberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that Mr. Spangenberg is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose. |
| (5) | The shares of Series B Preferred Stock were acquired by Granicus IP, LLC ("Granicus") in consideration for the sale of the membership interests of IP Liquidity Ventures, LLC pursuant to that certain Purchase Agreement entered into by the Issuer and Granicus, among other parties, on May 2, 2014 (as more fully described on the Form 8-K filed by the Issuer on May 5, 2014). The estimated fair market value of IP Liquidity Ventures, LLC is approximately $7.0 million based on the amount of cash paid and the market value of the common stock underlying the preferred stock without any deduction for the restrictions on sale related to the shares and the limitations imposed by the blocker, and without attributing any value to the earn out. |
| (6) | Represents shares held directly by Granicus. Erich Spangenberg owns 99% of the membership interests of Granicus. Accordingly, Erich Spangenberg may be deemed to beneficially own all of the shares that are owned by Granicus. Mr. Spangenberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that Mr. Spangenberg is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose. Audrey Spangenberg, the spouse of Erich Spangenberg, may be deemed to beneficially own all of the shares that are owned by Erich Spangenberg. |
| (7) | (continued from footnote 6) Ms. Spangenberg disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that Ms. Spangenberg is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose. |
| (8) | The Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock contains a provision preventing the conversion of the Series B Preferred if, as a result of such conversion, the Reporting Person would beneficially own, together with all other shares of Common Stock beneficially owned by the Reporting Person, in excess of 9.99% of the Issuer's Common Stock issued and outstanding. |