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 GLOBALSCAPE INC [ GSB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/08/2017 | ||||||||||||||||||||||||||
| 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 | 08/08/2017 | P | 175,000 | A | $3.8645(1) | 3,501,800(2) | D(3)(4)(5)(6) | |||
| Common Stock | 08/09/2017 | P | 215,000 | A | $3.9705(7) | 3,716,800(2) | D(3)(4)(5)(6) | |||
| Common Stock | 231,507 | I | See Footnotes(3)(4)(5)(6)(8) | |||||||
| Common Stock | 231,500 | I | See Footnotes(3)(4)(5)(6)(9) | |||||||
| 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 | ||||||||
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. This price represents the approximate weighted average price per share of common stock of GlobalSCAPE, Inc. (the "Issuer"), par value $0.001 per share ("Shares"), of purchases that were executed at prices ranging from $3.69 to $3.97 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the price per Share and the number of Shares purchased at each price. |
| 2. Represents Shares directly beneficially owned by 210/GSB Acquisition Partners, LLC ("GSB Acquisition"), a ten percent owner of the Issuer, and indirectly by the other reporting persons. |
| 3. This statement is jointly filed by and on behalf of each of GSB Acquisition, 210 Capital, LLC ("210 Capital"), Covenant RHA Partners, L.P. ("RHA Partners"), CCW/LAW Holdings, LLC ("CCW Holdings"), RHA Investments, Inc. ("RHA Investments"), C. Clark Webb and Robert H. Alpert. The direct beneficial owner of the securities covered by this statement are GSB Acquisition, Mr. Webb and Atlas Capital Management, L.P. ("ACM"), a limited partnership whose securities may be deemed to be beneficially owned by RHA Investments, as the general partner of ACM, and Mr. Alpert, as the President and sole shareholder of RHA Investments. |
| 4. 210 Capital is the sole member of, and may be deemed to beneficially own securities owned by, GSB Acquisition. RHA Partners and CCW Holdings are the only members of, and may each be deemed to beneficially own securities owned by, 210 Capital. Mr. Webb is the sole member of, and may be deemed to beneficially own securities owned by, CCW Holdings. RHA Investments is the general partner of, and may be deemed to beneficially own securities owned by, RHA Partners. Mr. Alpert is the President and sole sharehoder of, and may be deemed to beneficially own securities owned by, RHA Investments. |
| 5. The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities. |
| 6. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. |
| 7. This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $3.75 to $4.12 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the price per Share and the number of Shares purchased at each price. |
| 8. Represents Shares directly beneficially owned solely by Mr. Webb. |
| 9. Represents Shares directly beneficially owned by ACM and indirectly by RHA Investments and Mr. Alpert. |
| Remarks: |
| Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith) |
| 210/GSB ACQUISITION PARTNERS, LLC, By: 210 Capital, LLC, Its: Sole Member, By: /s/ Robert H. Alpert, Name: Robert H. Alpert, Title: Authorized Signatory, By: /s/ C. Clark Webb, Name: C. Clark Webb, Title: Authorized Signatory | 08/10/2017 | |
| 210 CAPITAL, LLC, By: /s/ Robert H. Alpert, Name: Robert H. Alpert, Title: President of the General Partner of a Member of 210 Capital, LLC, By: /s/ C. Clark Webb, Name: C. Clark Webb, Title: Sole Member of a Member of 210 Capital, LLC | 08/10/2017 | |
| COVENANT RHA PARTNERS, L.P., By: RHA Investments, Inc., Its: General Partner, By: /s/ Robert H. Alpert, Name: Robert H. Alpert, Title: President | 08/10/2017 | |
| CCW/LAW HOLDINGS, LLC, By: /s/ C. Clark Webb, Name: C. Clark Webb, Title: Sole Member | 08/10/2017 | |
| RHA INVESTMENTS, INC., By: /s/ Robert H. Alpert , Name: Robert H. Alpert, Title: President | 08/10/2017 | |
| ROBERT H. ALPERT, By: /s/ Robert H. Alpert | 08/10/2017 | |
| C. CLARK WEBB, By: /s/ C. Clark Webb | 08/10/2017 | |
| ** 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. | ||