Statement of Changes in Beneficial Ownership (4)
December 04 2017 - 4:05PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
BCPI Corp
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2. Issuer Name
and
Ticker or Trading Symbol
FINJAN HOLDINGS, INC.
[
FNJN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
2965 WOODSIDE ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/30/2017
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(Street)
WOODSIDE, CA 94062
(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)
___ Form filed by One Reporting Person
_
X
_ 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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11/30/2017
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S
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12042
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D
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$2.343
(1)
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3671311
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I
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See footnote
(2)
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Common Stock
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12/1/2017
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S
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45000
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D
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$2.3963
(3)
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3626311
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I
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See footnote
(2)
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Common Stock
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12/4/2017
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S
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3250
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D
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$2.4214
(4)
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3623061
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I
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See footnote
(2)
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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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Explanation of Responses:
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(1)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.30 to $2.39, inclusive. The Designated Filer undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1 to this Form 4.
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(2)
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Shares are owned directly by BCPI I, L.P. ("BCPI I") for itself and as nominee for BCPI Founders' Fund I, L.P. ("BCPI FF") and for other individuals and entities. BCPI Partners I, L.P. ("BCPI GP"), the general partner of both BCPI I and BCPI FF, may be deemed to have the sole voting and dispositive power over such shares of the Issuer's Common Stock. BCPI Corporation ("BCPI Corp"), the Designated Filer and general partner of BCPI GP, may be deemed to have the sole voting and dispositive power over such shares of the Issuer's Common Stock. Michael Eisenberg ("Eisenberg") and Arad Naveh ("Naveh"), in their capacities as directors of BCPI Corp, may be deemed to have shared voting and dispositive power over such shares of the Issuer's Common Stock.
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(3)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.34 to $2.44, inclusive. The Designated Filer undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 3 to this Form 4.
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(4)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.42 to $2.44, inclusive. The Designated Filer undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 to this Form 4.
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Remarks:
Each Reporting Person disclaims the existence of a "group". Each of BCPI GP and its partners, BCPI Corp, Eisenberg and Naveh disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCPI GP and its partners, BCPI Corp, Eisenberg or Naveh is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
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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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BCPI Corp
2965 WOODSIDE ROAD
WOODSIDE, CA 94062
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X
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BCPI I L P
2965 WOODSIDE ROAD
WOODSIDE, CA 94062
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X
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BCPI Partners I, L.P.
2965 WOODSIDE ROAD
WOODSIDE, CA 94062
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X
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Eisenberg Michael A
2965 WOODSIDE ROAD
WOODSIDE, CA 94062
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X
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Naveh Arad
2965 WOODSIDE ROAD
WOODSIDE, CA 94062
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X
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Signatures
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/s/ Steven M. Spurlock, as officer of BCPI Corporation
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12/4/2017
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**
Signature of Reporting Person
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Date
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/s/ Steven M. Spurlock, as officer of the GP of the GP of BCPI I, L.P.
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12/4/2017
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**
Signature of Reporting Person
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Date
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/s/ Steven M. Spurlock, as officer of the GP of BCPI Partners I, L.P.
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12/4/2017
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**
Signature of Reporting Person
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Date
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/s/ Steven M. Spurlock, by power of attorney for Michael A. Eisenberg
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12/4/2017
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**
Signature of Reporting Person
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Date
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/s/ Steven M. Spurlock, by power of attorney for Arad Naveh
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12/4/2017
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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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