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 Modsys International Ltd [ MDSY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/29/2015 | ||||||||||||||||||||||||||
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 | ||||||
Ordinary Shares | 01/05/2016 | P | 1,200(1) | A | $2.25 | 5,179,807 | I | General Partner | ||
Ordinary Shares | 01/06/2016 | P | 100(1) | A | $2.25 | 5,179,907(2) | I | General Partner |
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 | ||||||||
Warrants (Right to Buy) | $0.01 | 12/29/2015 | J | 256,148(3) | 12/29/2015 | 12/29/2018 | Ordinary Shares, NIS 0.04 par value | 256,148(3) | $0(4) | 256,148 | I | General Partner | |||
Warrants (Right to Buy) | $0.01 | 12/31/2015 | P | 100,000 | 12/31/2015 | 12/31/2017 | Ordinary Shares, NIS 0.04 par value | 100,000 | $1.3333 | 356,148 | I | General Partner | |||
Preferred Shares, NIS 0.04 par value | $0 | 12/31/2015 | P | 200,000 | (5) | (5) | Ordinary Shares, NIS 0.04 par value | 200,000 | $1.3333 | 200,000 | I | General Partner |
Explanation of Responses: |
1. Acquired by Columbia Pacific Opportunity Fund, L.P. |
2. Columbia Pacific Opportunity Fund, L.P. owns 5,141,967 Ordinary Shares Columbia Pacific Partners Fund, Ltd. owns 37,940 Ordinary Shares |
3. These warrants vested 50% on the date of grant (December 29, 2015) and will vest 50% on February 24, 2016. In the event that the Issuer has repaid in full the guaranteed amount owed pursuant to a credit agreement between Modern Systems Corporation and MS Modernization Services, Inc., a wholly owned subsidiary and a majority owned subsidiary of the Issuer, and Comerica Bank (the "Credit Agreement") to below $1,000,000 prior to February 24, 2016, the unvested portion of the warrants held by the Reporting Persons will be automatically cancelled. |
4. These warrants were issued in exchange for the Reporting Persons and certain other shareholders providing a guaranty with respect to the Credit Agreement. |
5. The convertible Preferred Shares is convertible into Ordinary Shares at any time on a one-for-one basis, and has no expiration date. |
Alexander Washburn | 01/07/2016 | |
** 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. |