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)
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2. Issuer Name and Ticker or Trading Symbol
CREATIVE REALITIES, INC. [ CREX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2022 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Common Stock Warrant (right to buy) | $2 | 02/17/2022 | A | 5,194,495 | 08/17/2022 | 02/10/2027 | Common Stock | 5,194,495 | (1) | 5,194,495 | I | See footnotes(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities were received in connection with the Reporting Persons entry into certain debt financing arrangements to fund the Issuer's acquisition of Reflect Systems, Inc. on February 17, 2022 as disclosed in the Issuer's Form 8-K filed on February 18, 2022. |
| 2. The reported securities were acquired and are held directly by Slipstream Communications, LLC ("Slipstream Communications"). BCOM Holdings, LP ("BCOM Holdings") is the managing member of Slipstream Communications. BCOM GP LLC ("BCOM GP") is the general partner of BCOM Holdings. Business Services Holdings, LLC ("Business Services Holdings") is the sole member of BCOM GP. Pegasus Investors IV, L.P. ("Pegasus Investors") directly and indirectly holds 100% of the interests in Business Services Holdings. Pegasus Investors IV GP, L.L.C. ("Pegasus Investors GP") is the general partner of Pegasus Investors. |
| 3. Pegasus Investors GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Pegasus Capital may be deemed to be directly or indirectly controlled by Mr. Craig Cogut. Each of Slipstream Communications, BCOM Holdings, BCOM GP, Business Services Holdings, Pegasus Investors, Pegasus Investors GP, Pegasus Capital and Mr. Cogut disclaim beneficial ownership of any of the issuer's securities as to which this report relates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the foregoing entities or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purposes. |
| Remarks: |
| Slipstream Funding, LLC, By: /s/ Brian Friedman, Name: Brian Friedman, Title: General Counsel | 12/16/2022 | |
| Slipstream Communication, LLC, By: /s/ Brian Friedman, Name: Brian Friedman, Title: General Counsel | 12/16/2022 | |
| BCOM Holdings, LP, By: /s/ Brian Friedman, Name: Brian Friedman, Title: General Counsel | 12/16/2022 | |
| BCOM GP LLC, By: /s/ Brian Friedman, Name: Brian Friedman, Title: General Counsel | 12/16/2022 | |
| Business Services Holdings, LLC, By: /s/ Brian Friedman, Name: Brian Friedman, Title: General Counsel | 12/16/2022 | |
| Pegasus Investors IV, L.P., By: Pegasus Investors IV GP, L.L.C., its general partner, By: /s/ Brian Friedman, Name: Brian Friedman, Title: General Counsel | 12/16/2022 | |
| Pegasus Investors IV GP, L.L.C., By: /s/ Brian Friedman, Name: Brian Friedman, Title: General Counsel | 12/16/2022 | |
| Pegasus Capital, LLC, By: /s/ Craig Cogut, Name: Craig Cogut, Title: Managing Member | 12/16/2022 | |
| /s/ Craig Cogut, Craig Cogut | 12/16/2022 | |
| ** 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. | ||