Statement of Changes in Beneficial Ownership (4)

Date : 01/25/2019 @ 10:50PM
Source : Edgar (US Regulatory)
Stock : Borqs Technologies Inc (BRQS)
Quote : 2.0127  0.0 (0.00%) @ 2:38PM

Statement of Changes in Beneficial Ownership (4)

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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
                      

1. Name and Address of Reporting Person *

NORWEST VENTURE PARTNERS X L P
2. Issuer Name and Ticker or Trading Symbol

Borqs Technologies, Inc. [ BRQS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

525 UNIVERSITY AVENUE, SUITE 800
3. Date of Earliest Transaction (MM/DD/YYYY)

7/31/2018
(Street)

PALO ALTO, CA 94301
(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)
Code V Amount (A) or (D) Price
Ordinary Shares   7/31/2018   (1) (2) (3)   J (1) (2) (3)    191356   A $10.40   (4) 3635740   D   (5)  

Table II - Derivative Securities 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 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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  On August 18, 2017, Borqs Technologies, Inc. (f/k/a Pacific Special Acquisition Corp.) (the "Issuer") issued 3,342,126 ordinary shares, no par value ("Ordinary Shares"), to Norwest Venture Partners X, LP ("NVP X") pursuant to terms of that certain Merger Agreement, dated December 27, 2016 and amended on May 10, 2017 and June 29, 2017 (as amended, the "Merger Agreement"), providing for the merger of the Issuer's wholly-owned subsidiary, PAAC Merger Subsidiary Limited with and into Borqs International Holding Corp ("Borqs International"), with Borqs International as the surviving entity and wholly-owned subsidiary of the Issuer.
(2)  Pursuant to the Merger Agreement and an escrow agreement entered into in connection with the closing of the merger, the Issuer issued certain Ordinary Shares to an escrow agent to be held in an indemnity escrow account, and NVP X, under certain circumstances, may be entitled to receive up to a maximum of 102,258 additional Ordinary Shares upon release of the escrowed shares. Such indemnity shares are included in the number of beneficially owned shares. Pursuant to the Merger Agreement and escrow agreement, NVP X also may be entitled to receive up to a maximum of 255,223 additional Ordinary Shares if the Issuer's Adjusted Net Income (as defined in the Merger Agreement) for the period between July 1, 2017 and June 30, 2018 is greater than $18,000,000. On July 31, 2018, the Issuer determined that 191,356 Ordinary Shares were issuable to NVP X pursuant to the Earnout Provisions.
(3)  (Continued from Footnote 2) NVP X's right to receive Ordinary Shares pursuant to the Indemnification Provisions and the Earnout Provisions in accordance with the Merger Agreement became fixed and irrevocable on August 18, 2017, the effective date of the merger.
(4)  The Merger Agreement provides for the Ordinary Shares to be valued at $10.40 per Ordinary Share issuable pursuant to its terms, and no additional consideration was paid by NVP X for the Ordinary Shares issued in accordance with the Earnout Provisions.
(5)  The securities shown on Line 1 of Table 1 represent securities held of record by NVP X. By virtue of their position as co-Chief Executive Officers of NVP Associates, LLC, the managing member of the general partner of NVP X, Jeffrey Crowe, Promod Haque and Jon E. Kossow may be deemed to share voting and dispositive power over the shares held by NVP X. Messers. Crowe, Haque and Kossow disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NORWEST VENTURE PARTNERS X L P
525 UNIVERSITY AVENUE
SUITE 800
PALO ALTO, CA 94301

X


Signatures
/s/ Matthew De Dominicis, Chief Financial Officer 1/25/2019
** 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.

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