Statement of Changes in Beneficial Ownership (4)
June 22 2018 - 6:19PM
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
*
Schweibold Andrew
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2. Issuer Name
and
Ticker or Trading Symbol
Helix TCS, Inc.
[
HLIX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
May be part of a 13(d) Group
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(Last)
(First)
(Middle)
C/O HELIX TCS, INC., 5300 DTC PARKWAY, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2018
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(Street)
GREENWOOD VILLAGE, CO 80111
(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
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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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6/1/2018
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A
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10182646.0000
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A
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$0.0000
(1)
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10182646.0000
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I
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By RSF5, LLC
(2)
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Common Stock
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6/1/2018
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A
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1426235.0000
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A
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$0.0000
(3)
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1426235.0000
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I
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By RSG5, LLC
(2)
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Common Stock
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1244444.0000
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I
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By RSF4, LLC
(4)
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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 B Preferred Stock
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$0
(5)
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(6)
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(6)
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Common Stock
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13784201.0000
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13784201.0000
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I
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By RSF4, LLC
(4)
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Explanation of Responses:
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(1)
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Received in exchange for an aggregate of 751,890 shares of Bio-Tech Software, Inc. ("BioTrackTHC") stock in connection with its merger into Helix Acquisition Sub, Inc., a wholly-owned subsidiary of the Issuer (the "Merger"). Of the 10,182,646 shares issued to the Reporting Person in connection with the Merger, 343,094 shares are currently being held in escrow and are subject to forfeiture during the eighteen-month period following the Merger to satisfy indemnification obligations of the Issuer, if any.
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(2)
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The Reporting Person and Jonathan Rosenthal are 50/50 owners of Rose Management Group, LLC which is the manager of RSF5, LLC and RSG5, LLC. The Reporting Person disclaims beneficial ownership of the stock held by RSF5, LLC and RSG5, LLC except to the extent of his pecuniary interest therein.
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(3)
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Received in exchange for 146,090 shares of Bio-Tech Software, Inc. ("BioTrackTHC") stock in connection with its merger into Helix Acquisition Sub, Inc., a wholly-owned subsidiary of the Issuer (the "Merger"). Of the 1,426,235 shares issued to the Reporting Person in connection with the Merger, 76,888 shares are currently being held in escrow and are subject to forfeiture during the eighteen-month period following the Merger to satisfy indemnification obligations of the Issuer, if any.
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(4)
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The Reporting Person and Jonathan Rosenthal are 50/50 owners of Rose Capital Fund I GP, LLC which is the sole manager of RSF4, LLC. The Reporting Person disclaims beneficial ownership of the stock held by RSF4, LLC except to the extent of his pecuniary interest therein.
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(5)
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The Series B Preferred Stock converts to the Issuer's Common Stock on a one-for-one basis.
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(6)
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The Series B Preferred Stock is convertible after May 12, 2018.
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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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Schweibold Andrew
C/O HELIX TCS, INC.
5300 DTC PARKWAY, SUITE 300
GREENWOOD VILLAGE, CO 80111
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X
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X
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May be part of a 13(d) Group
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Rose Management Group LLC
41 WEST PUTNAM AVENUE
GREENWICH, CT 06830
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X
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May be part of a 13(d) Group
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RSF5, LLC
41 WEST PUTNAM AVENUE
GREENWICH, CT 06830
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X
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May be part of a 13(d) Group
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RSG5, LLC
41 WEST PUTNAM AVENUE
GREENWICH, CT 06830
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X
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May be part of a 13(d) Group
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Rose Capital Fund I GP, LLC
41 WEST PUTNAM AVENUE
GREENWICH, CT 06830
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X
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May be part of a 13(d) Group
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RSF4, LLC
41 WEST PUTNAM AVENUE
GREENWICH, CT 06830
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X
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May be part of a 13(d) Group
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Rosenthal Jonathan
41 WEST PUTNAM AVENUE
GREENWICH, CT 06830
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X
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May be part of a 13(d) Group
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Signatures
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Andrew Schweibold, By: /s/ S. Halle Vakani, by Power of Attorney
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6/22/2018
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**
Signature of Reporting Person
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Date
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Rose Management Group LLP, By: Andrew Schweibold, Principal and Jonathan Rosenthal, Principal, By: /s/ S. Halle Vakani, by Power of Attorney
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6/22/2018
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Signature of Reporting Person
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Date
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RSF5, LLC, By: Andrew Schweibold, Principal and Jonathan Rosenthal, Principal, By: /s/ S. Halle Vakani, by Power of Attorney
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6/22/2018
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Signature of Reporting Person
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Date
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RSG5, LLC, By: Andrew Schweibold, Principal and Jonathan Rosenthal, Principal, By: /s/ S. Halle Vakani, by Power of Attorney
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6/22/2018
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Signature of Reporting Person
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Date
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Rose Capital Fund I GP, LLC, By: Andrew Schweibold, Principal and Jonathan Rosenthal, Principal, By: /s/ S. Halle Vakani, by Power of Attorney
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6/22/2018
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Signature of Reporting Person
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Date
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RSF4, LLC, By: Andrew Schweibold, Principal and Jonathan Rosenthal, Principal, By: /s/ S. Halle Vakani, by Power of Attorney
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6/22/2018
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Signature of Reporting Person
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Date
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Jonathan Rosenthal, By: /s/ S. Halle Vakani, by Power of Attorney
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6/22/2018
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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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