SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Nuvola, Inc. [ 0000 ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
Common Stock | 12/31/2015 | J(1) | 23,325,854 | A | (1) | 23,335,854 | I | By Limited Partnership(2) | ||
Common Stock | 12/31/2015 | J(3) | 1,227,677 | A | (3) | 1,227,677 | I | By Limited Liability Company(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Stock Option (Right to Buy) | $0.41 | 12/31/2015 | J(5) | 2,087,050 | (6) | 04/14/2025 | Common Stock | 2,087,050 | (5) | 2,087,050 | I | By Limited Partnership(2) | |||
8% Convertible Promissory Note due 2017 | $0.41 | 12/31/2015 | J(7) | $200,000 | (8) | 11/16/2017 | Common Stock | 487,804(9) | (7) | $200,000 | I | By Limited Partnership(2) |
Explanation of Responses: |
1. Received in exchange for 19,000,000 units of membership interests in Modern Round, L.L.C. ("Modern Round") in connection with the merger of Nuvola Merger Sub, LLC, a wholly owned subsidiary of the Issuer, with and into Modern Round (the "Merger"). |
2. The securities are held by Stockbridge Enterprises, L.P. ("Stockbridge Enterprises"), of which the reporting person controls the investment decisions. Stockbridge Enterprises is owned by a limited partnership in which the reporting person owns an indirect interest. |
3. Received in exchange for 1,000,000 units of membership interests in Modern Round in connection with the Merger. |
4. The securities are held by VSRA Holdings, L.L.C. ("VSRA"), of which the reporting person controls the investment decisions. VSRA is owned by a limited liability company in which the reporting person owns an indirect interest. |
5. Received in the Merger in exchange for an option to acquire 1,700,000 units of membership interests in Modern Round for $.50 per unit. |
6. The option is exercisable immediately. |
7. Converted in the Merger from an 8% convertible promissory note issued by Modern Round to Stockbridge in the principal amount of $200,000.00 (the "Note"), which was convertible into units of membership interests in Modern Round for $0.50 per unit. |
8. The Note is convertible at any time that any amount of principal and interest accrued thereon remain outstanding. |
9. Based on the conversion rate of $0.41 per share on the unpaid principal amount of the Note. |
Remarks: |
/s/ Ronald L. Miller, Jr., attorney-in-fact | 01/05/2016 | |
** 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 Number. |