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(1) Includes
849,257 shares of Common Stock held by Woodland Partners.
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(2) Includes
706,000 shares of Common Stock held individually by Barry Rubenstein, 100,000
shares of Common Stock held in the Barry Rubenstein Rollover IRA Account and
35,000 shares of Common Stock held in the Barry Rubenstein IRA Account. This
does not include 5,000 shares of Common Stock issuable upon the exercise of
the options granted under the Issuers 2006 Incentive Stock Plan and 45,000
shares of Common Stock issuable upon the exercise of options granted under
the Issuers 2007 Outside Directors Equity Compensation Plan.
|
(3) Includes
100,000 shares of Common Stock held in a joint account by Barry Rubenstein
and Marilyn Rubenstein.
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(4) The
reporting person disclaims beneficial ownership of these securities, except
to the extent of his/her/its equity interest therein.
|
(5) Includes
1,258 shares of Common Stock held by Marilyn Rubenstein.
|
(6) Includes
436,800 shares of Common Stock held by Woodland Venture Fund.
|
(7) Includes
131,323 shares of Common Stock held by Seneca Ventures.
|
(8) Includes
187,900 shares of Common Stock held by Brookwood Partners, L.P.
|
(b) Woodland
Partners has sole power to vote and to dispose of 849,257 shares of Common
Stock, representing approximately 1.9% of the outstanding Common Stock.
Barry
Rubenstein, by virtue of being a general partner of Woodland Venture Fund,
Seneca Ventures, Woodland Partners and Brookwood Partners, L.P., and the
husband of Marilyn Rubenstein, may be deemed to have shared power to vote and
to dispose of 1,706,538 shares of Common Stock, representing approximately 3.8%
of the outstanding Common Stock. Barry Rubenstein has sole power to vote and to
dispose of 841,000 shares of Common Stock, representing approximately 1.9% of
the outstanding Common Stock.
Marilyn
Rubenstein has sole power to vote and to dispose of 1,258 shares of Common
Stock, representing approximately .003% of the outstanding Common Stock, and by
virtue of being an officer of Services and a general partner of Woodland
Partners and Brookwood Partners, L.P., may be deemed to have shared power to
vote and to dispose of 2,546,280 shares of Common Stock, representing
approximately 5.7% of the outstanding Common Stock.
Woodland
Venture Fund has sole power to vote and to dispose of 436,800 shares of Common
Stock, representing approximately 1.0% of the outstanding Common Stock.
Seneca
Ventures has sole power to vote and to dispose of 131,323 shares of Common
Stock, representing approximately 0.3% of the outstanding Common Stock.
Woodland
Services Corp. by virtue of being a general partner of Woodland Venture Fund
and Seneca Ventures, may be deemed to have shared power to vote and to dispose
of 568,123 shares of Common Stock, representing approximately 1.3% of the
outstanding Common Stock.
Brookwood
Partners, L.P. has sole power to vote and to dispose of 187,900 shares of
Common Stock, representing approximately 0.4% of the outstanding Common Stock.
(c) The
following table sets forth the transactions in the securities of the Issuer by
the Reporting Persons identified in Item 2 of this Schedule 13D which were
effected during the prior sixty days from November 30, 2009:
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Name of
Shareholder
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Purchase Date
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Purchase Price
Per Share
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Number of
Shares of Common Stock
Purchased
|
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Woodland
Partners
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11/2/09
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$3.29
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20,091
|
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The
purchase of the shares of Common Stock of the Issuer described above were
purchased pursuant to open market purchases.
(d) No
person other than the persons described herein is known to have the right to
receive, or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock.
(e) Not
applicable.
Page 11 of 14
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Item 6.
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Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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There are
no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and any person with respect to any
securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits
.
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Joint
Filing Agreement by and among Woodland Partners, Woodland Venture Fund, Seneca
Ventures, Woodland Services Corp., Brookwood Partners, L.P., Barry Rubenstein
and Marilyn Rubenstein, dated December 9, 2009.
Page 12 of 14
SIGNATURE
After
reasonable inquiry and to the best of his/its knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this Schedule is
true, complete and correct.
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Dated:
December 9, 2009
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WOODLAND
PARTNERS
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By:
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/s/ Barry
Rubenstein
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Barry
Rubenstein, a General Partner
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WOODLAND
VENTURE FUND
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By:
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/s/ Barry
Rubenstein
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Barry
Rubenstein, a General Partner
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SENECA
VENTURES
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By:
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/s/ Barry
Rubenstein
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Barry
Rubenstein, a General Partner
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WOODLAND
SERVICES CORP.
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By:
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/s/ Barry
Rubenstein
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Barry
Rubenstein, President
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BROOKWOOD
PARTNERS, L.P.
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By:
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/s/ Barry
Rubenstein
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|
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Barry
Rubenstein, a General Partner
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/s/ Barry
Rubenstein
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Barry
Rubenstein
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/s/ Marilyn
Rubenstein
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Marilyn
Rubenstein
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Attention:
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Intentional misstatements or omissions of
fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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Page 13 of 14
13D
EXHIBIT A
JOINT FILING AGREEMENT
The
undersigned hereby agrees that the Statement on Schedule 13D with respect to
the shares of Common Stock, $0.001 par value per share, of FalconStor Software,
Inc. and any further amendments thereto executed by each and any of us shall be
filed on behalf of each of us pursuant to and in accordance with the provisions
of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
This
Agreement may be executed in separate counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
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Dated:
December 9, 2009
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WOODLAND
PARTNERS
|
|
|
|
|
|
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By:
|
/s/ Barry
Rubenstein
|
|
|
|
|
|
|
|
Barry
Rubenstein, a General Partner
|
|
|
|
|
|
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WOODLAND
VENTURE FUND
|
|
|
|
|
|
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By:
|
/s/ Barry
Rubenstein
|
|
|
|
|
|
|
|
Barry
Rubenstein, a General Partner
|
|
|
|
|
|
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SENECA
VENTURES
|
|
|
|
|
|
|
By:
|
/s/ Barry
Rubenstein
|
|
|
|
|
|
|
|
Barry
Rubenstein, a General Partner
|
|
|
|
|
|
|
WOODLAND
SERVICES CORP.
|
|
|
|
|
|
|
By:
|
/s/ Barry
Rubenstein
|
|
|
|
|
|
|
|
Barry
Rubenstein, President
|
|
|
|
|
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BROOKWOOD
PARTNERS, L.P.
|
|
|
|
|
|
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By:
|
/s/ Barry
Rubenstein
|
|
|
|
|
|
|
|
Barry
Rubenstein, a General Partner
|
|
|
|
|
|
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/s/ Barry
Rubenstein
|
|
|
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Barry
Rubenstein
|
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|
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/s/ Marilyn
Rubenstein
|
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|
|
|
Marilyn
Rubenstein
|
Page 14 of 14
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