FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response...
1.0
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Philbin Robert J.

2. Issuer Name and Ticker or Trading Symbol

ORANGEHOOK, INC. [NUVL]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
CEO & Board Chair - Agilivant

(Last)          (First)          (Middle)

C/O ORANGEHOOK, INC.,  319 BARRY AVENUE SOUTH, SUITE 300

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2016 
(Street)

WAYZATA, MN 55391

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $3.18   (1) 12/1/2016     A4   100000   (1)      11/9/2017   11/8/2027   Common Stock   100000   (1) $0   100000   (1) D  
 

Explanation of Responses:
( 1)  On December 27, 2016, the Company filed the Articles Amendment, as approved, with the Secretary of State of Florida. Among other administrative revisions, the Articles Amendment effects a one-for-1,200,000 reverse stock split of the Company's issued and outstanding shares of common stock (the "Reverse Stock Split"). Immediately upon completion of the Reverse Stock Split, all shares and other securities convertible or exercisable into shares of Series OH-1 Convertible Preferred Stock were converted into shares or other securities convertible or exercisable into common stock. The Reverse Stock Split did not affect the par value of the Company's common stock or the number of shares of capital stock authorized for issuance. All stock option amounts and exercise prices in the filing relating to securities have been adjusted to reflect the one-for-1,200,000 Reverse Stock Split.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Philbin Robert J.
C/O ORANGEHOOK, INC.
319 BARRY AVENUE SOUTH, SUITE 300
WAYZATA, MN 55391



CEO & Board Chair - Agilivant

Signatures
/s/ Chad Ambroday as Attorney-in-Fact for Robert Philbin pursuant to Power of Attorney previously filed 2/14/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.