Statement of Changes in Beneficial Ownership (4)
June 09 2017 - 3:39PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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FAZZOLARI SALVATORE D
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2. Issuer Name
and
Ticker or Trading Symbol
ORANGEHOOK, INC.
[
ORHK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ORANGEHOOK, INC., 319 BARRY AVENUE SOUTH, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/27/2016
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(Street)
WAYZATA, MN 55391
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/27/2016
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C
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101425
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A
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$0
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101425
(1)
(2)
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D
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Common Stock
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6/7/2017
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X
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17500
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A
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$.01
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118925
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series OH-1 Convertible Preferred Stock
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(1)
(2)
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12/27/2016
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C
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4758.6
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(1)
(2)
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(1)
(2)
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Common Stock
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101425
(1)
(2)
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$0
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0
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D
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Series OH-2 Convertible Preferred Stock
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(3)
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(3)
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(3)
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Common Stock
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14300
(1)
(3)
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100
(1)
(3)
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D
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Common Stock Purchase Warrant
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$.01
(5)
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6/7/2017
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X
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17500
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(4)
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9/9/2018
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Common Stock
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17500
(5)
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$0
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0
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D
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Common Stock Purchase Warrant
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$10.00
(6)
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(4)
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9/8/2021
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Common Stock
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25000
(6)
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25000
(6)
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D
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Common Stock Purchase Warrant
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$7.00
(7)
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(4)
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12/2/2021
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Common Stock
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7150
(7)
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7150
(7)
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D
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10% Convertible Promissory Note
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$7.00
(8)
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(8)
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(8)
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Common Stock
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$192547.95
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$192547.95
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D
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Explanation of Responses:
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(1)
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On 12-1-16, OrangeHook, Inc., a Florida corporation formerly named Nuvel Holdings, Inc. (the "Company"), acquired OrangeHook, Inc., a Minnesota corporation, under an Agreement and Plan of Merger (the "Transaction"). On 12-27-2016, the Company amended its articles of incorporation to, among other administrative revisions, effect a one-for-1,200,000 reverse stock split of the Company's common stock (the "Reverse Stock Split"). 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.
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(2)
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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 "Conversion").
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(3)
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Each share of Series OH-2 Convertible Preferred Stock is convertible at any time at the election of the holder into 143 shares of Company common stock and does not have an expiration date.
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(4)
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Fully exercisable.
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(5)
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This warrant was previously reported as covering 3,354.59 shares of Series OH-1 at an exercise price of $0.21 per share, but was adjusted to reflect the Conversion.
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(6)
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This warrant was previously reported as covering 1,172.93 shares of Series OH-1 at an exercise price of $213.14 per share, but was adjusted to reflect the Conversion.
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(7)
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This warrant was previously reported as covering 335.46 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
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(8)
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This note was previously reported as convertible into shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion. Note amount does not reflect accured interest, is convertible at any time at the election of the holder and is due on demand.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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FAZZOLARI SALVATORE D
C/O ORANGEHOOK, INC.
319 BARRY AVENUE SOUTH, SUITE 300
WAYZATA, MN 55391
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X
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Signatures
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/s/ Ryan C. Brauer as Attorney-in-Fact for Salvatore D. Fazzolari pursuant to Power of Attorney previously filed.
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6/9/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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