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 CACHET FINANCIAL SOLUTIONS, INC. [ CAFN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/06/2015 | ||||||||||||||||||||||||||
| 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 | 11/06/2015 | J(4) | 350,000 | A | $0.4816 | 2,798,317 | I | See footnote(1) | ||
| Common stock | 01/06/2016 | J(5) | 385,000 | A | $0.329 | 3,183,317 | I | See footnote(1) | ||
| Common stock | 01/06/2016 | J(6) | 68,117 | A | $0.329 | 3,251,434 | I | See footnote(1) | ||
| Common stock | 03/07/2016 | J(8) | 250,000 | A | $0.329 | 3,501,434 | I | See footnote(1) | ||
| Common stock | 03/07/2016 | J(9) | 250,000 | A | $0.329 | 3,751,434 | I | See footnote(1) | ||
| 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 | ||||||||
| Convertible preferred stock | (3) | (3) | (3) | Common stock | (3) | 2,500(3) | I | See footnote(1) | |||||||
| Warrant to purchase common stock | (2) | (2) | (2) | Common stock | (2) | 86,957(2) | I | See footnote(1) | |||||||
| Warrant to purchase common stock | (3) | (3) | (3) | Common stock | (3) | 571,038(3) | I | See footnote(1) | |||||||
| Warrant to purchase common stock | $0.4816 | 11/06/2015 | J(4) | 350,000 | 10/22/2014 | 10/22/2019 | Common stock | 350,000 | $0 | 183,336(4) | I | See footnote(1) | |||
| Warrant to purchase common stock | (5) | 11/16/2015 | J(5) | 385,000 | 11/16/2015 | 11/16/2020 | Common stock | 385,000 | $0 | 385,000(5) | I | See footnote(1) | |||
| Warrant to purchase common stock | (6) | 11/24/2015 | J(6) | 168,117 | 11/24/2015 | 11/24/2020 | Common stock | 168,117 | $0 | 168,117(6) | I | See footnote(1) | |||
| Warrant to purchase common stock | $0.329 | 01/06/2016 | J(5) | 385,000 | 11/16/2015 | 11/16/2020 | Common stock | 385,000 | $0 | 0 | I | See footnote(1) | |||
| Warrant to purchase common stock | $0.329 | 01/06/2016 | J(6) | 68,117 | 11/24/2015 | 11/24/2020 | Common stock | 68,117 | $0 | 100,000 | I | See footnote(1) | |||
| Warrant to purchase common stock | $0.329 | 01/06/2016 | J(7) | 498,429 | 01/06/2016 | 01/06/2021 | Common stock | 498,429 | $0 | 498,429 | I | See footnote(1) | |||
| Warrant to purchase common stock | $0.329 | 01/29/2016 | J(8) | 250,000 | 01/29/2016 | 01/29/2021 | Common stock | 250,000 | $0 | 250,000 | I | See footnote(1) | |||
| Warrant to purchase common stock | $0.329 | 02/28/2016 | J(9) | 250,000 | 02/28/2016 | 02/28/2021 | Common stock | 250,000 | $0 | 250,000 | I | See footnote(1) | |||
| Warrant to purchase common stock | $0.329 | 03/07/2016 | J(8) | 250,000 | 01/29/2016 | 01/29/2021 | Common stock | 250,000 | $0 | 0 | I | See footnote(1) | |||
| Warrant to purchase common stock | $0.329 | 03/07/2016 | J(9) | 250,000 | 02/28/2016 | 02/28/2021 | Common stock | 250,000 | $0 | 0 | I | See footnote(1) | |||
| Warrant to purchase common stock | $0.329 | 03/07/2016 | J(10) | 250,000 | 03/07/2016 | 03/07/2021 | Common stock | 250,000 | $0 | 250,000 | I | See footnote(1) | |||
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. Tiburon Opportunity Fund, L.P. (the "Stockholder"), Bortel Investment Management LLC (the "General Partner"), and Peter Bortel are collectively referred to herein as the "Reporting Persons." The Stockholder directly owns the securities reported herein. The General Partner is the general partner of the Stockholder. Mr. Bortel is the managing member of the General Partner and controls the General Partner's activities. The General Partner and Mr. Bortel may be deemed to have beneficial ownership of the securities reported herein. |
| 2. On February 3, 2015, Stockholder was issued a warrant to purchase 86,957 shares of common stock ("Common Stock") of Cachet Financial Solutions, Inc. (the "Issuer") with an exercise price of $1.15 per share. The warrant was exercisable on February 3, 2015 and expires on February 3, 2020. Pursuant to an amendment to the warrant on June 3, 2015, the exercise price was reduced to $0.4816 per share. In January 2016, the exercise price per share of the warrant was further reduced by the Issuer to $0.329 per share pursuant to the terms of the warrant, as amended. |
| 3. On June 3, 2015, Stockholder effected a private purchase for $250,000 of 2,500 shares of convertible preferred stock (convertible into 555,556 shares of Common Stock at $0.45 per share at any time from June 3, 2015 until June 3, 2020) and a warrant to purchase 571,038 shares of Common Stock at an exercise price of $0.4816 per share. The warrant was exercisable on June 3, 2015 and expires on June 3, 2020. In January 2016, the exercise price per share of the warrant and the conversion price per share of the convertible preferred stock were reduced by the Issuer to $0.329 per share pursuant to the terms of the warrant and convertible preferred stock, as amended. In light of such reduction, the convertible preferred stock became convertible into 759,878 shares of Common Stock at $0.329 per share. |
| 4. On October 22, 2014, Stockholder was issued a warrant to purchase 533,336 shares of Common Stock with an exercise price of $2.00 per share. The warrant was exercisable on October 22, 2014 and expires on October 22, 2019. Pursuant to an amendment to the warrant on June 3, 2015, the exercise price was reduced to $0.4816 per share. On November 6, 2015, Stockholder partially exercised the warrant to purchase 350,000 shares of Common Stock at $0.4816 per share (an aggregate of $168,560). In January 2016, the exercise price per share of the remaining 183,336 shares of Common Stock underlying the warrant was further reduced by the Issuer to $0.329 per share pursuant to the terms of the warrant, as amended. |
| 5. On November 16, 2015, to replace exercised warrants, Stockholder was issued a warrant to purchase 385,000 shares of Common Stock with an exercise price of $0.4816 per share. The warrant was exercisable on November 16, 2015 and expires on November 16, 2020. Pursuant to an amendment to the warrant on January 5, 2016, the exercise price per share of the warrant was reduced by the Issuer to $0.329 per share. On January 6, 2016, Stockholder fully exercised the warrant to purchase 385,000 shares of Common Stock at $0.329 per share (an aggregate of $126,665). |
| 6. On November 24, 2015, Stockholder was issued a warrant to purchase 168,117 shares of Common Stock with an exercise price of $0.4816 per share. The warrant was exercisable on November 24, 2015 and expires on November 24, 2020. Pursuant to an amendment to the warrant on January 5, 2016, the exercise price per share of the warrant was reduced by the Issuer to $0.329 per share. On January 6, 2016, Stockholder partially exercised the warrant to purchase 68,117 shares of Common Stock at $0.329 per share (an aggregate of $22,410). |
| 7. On January 6, 2016, Stockholder was issued a warrant to purchase 498,429 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on January 6, 2016 and expires on January 6, 2021. |
| 8. On January 29, 2016, in connection with a loan by Stockholder to the Issuer, Stockholder was issued a warrant to purchase 250,000 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on January 29, 2016 and expires on January 29, 2021. On March 7, 2016, Stockholder fully exercised the warrant to purchase 250,000 shares of Common Stock at $0.329 per share (an aggregate of $82,250). |
| 9. On February 28, 2016, in connection with another loan by Stockholder to the Issuer, Stockholder was issued a warrant to purchase 250,000 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on February 28, 2016 and expires on February 28, 2021. On March 7, 2016, Stockholder fully exercised the warrant to purchase 250,000 shares of Common Stock at $0.329 per share (an aggregate of $82,250). |
| 10. On March 7, 2016, to replace exercised warrants, Stockholder was issued a warrant to purchase 250,000 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on March 7, 2016 and expires on March 7, 2021. |
| /s/ Peter Bortel, as managing member of general partner of Tiburon Opportunity Fund, L.P. | 03/11/2016 | |
| /s/ Peter Bortel, as managing member of Bortel Investment Management LLC | 03/11/2016 | |
| /s/ Peter Bortel | 03/11/2016 | |
| ** 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. | ||