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 Helix TCS, Inc. [ HLIX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/01/2018 | ||||||||||||||||||||||||||
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 | 06/01/2018 | A | 10,182,646 | A | $0.0000(1) | 10,182,646 | I | By RSF5, LLC(2) | ||
Common Stock | 06/01/2018 | A | 1,426,235 | A | $0.0000(3) | 1,426,235 | I | By RSG5, LLC(2) | ||
Common Stock | 1,244,444 | I | By RSF4, LLC(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 | ||||||||
Series B Preferred Stock | $0(5) | (6) | (6) | Common Stock | 13,784,201 | 13,784,201 | I | By RSF4, LLC(4) |
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. Received in exchange for an aggregate of 751,890 shares of Bio-Tech Software, Inc. ("BioTrackTHC") stock in connection with its merger into Helix Acquisition Sub, Inc., a wholly-owned subsidiary of the Issuer (the "Merger"). Of the 10,182,646 shares issued to the Reporting Person in connection with the Merger, 343,094 shares are currently being held in escrow and are subject to forfeiture during the eighteen-month period following the Merger to satisfy indemnification obligations of the Issuer, if any. |
2. The Reporting Person and Jonathan Rosenthal are 50/50 owners of Rose Management Group, LLC which is the manager of RSF5, LLC and RSG5, LLC. The Reporting Person disclaims beneficial ownership of the stock held by RSF5, LLC and RSG5, LLC except to the extent of his pecuniary interest therein. |
3. Received in exchange for 146,090 shares of Bio-Tech Software, Inc. ("BioTrackTHC") stock in connection with its merger into Helix Acquisition Sub, Inc., a wholly-owned subsidiary of the Issuer (the "Merger"). Of the 1,426,235 shares issued to the Reporting Person in connection with the Merger, 76,888 shares are currently being held in escrow and are subject to forfeiture during the eighteen-month period following the Merger to satisfy indemnification obligations of the Issuer, if any. |
4. The Reporting Person and Jonathan Rosenthal are 50/50 owners of Rose Capital Fund I GP, LLC which is the sole manager of RSF4, LLC. The Reporting Person disclaims beneficial ownership of the stock held by RSF4, LLC except to the extent of his pecuniary interest therein. |
5. The Series B Preferred Stock converts to the Issuer's Common Stock on a one-for-one basis. |
6. The Series B Preferred Stock is convertible after May 12, 2018. |
Remarks: |
Andrew Schweibold, By: /s/ S. Halle Vakani, by Power of Attorney | 06/22/2018 | |
Rose Management Group LLP, By: Andrew Schweibold, Principal and Jonathan Rosenthal, Principal, By: /s/ S. Halle Vakani, by Power of Attorney | 06/22/2018 | |
RSF5, LLC, By: Andrew Schweibold, Principal and Jonathan Rosenthal, Principal, By: /s/ S. Halle Vakani, by Power of Attorney | 06/22/2018 | |
RSG5, LLC, By: Andrew Schweibold, Principal and Jonathan Rosenthal, Principal, By: /s/ S. Halle Vakani, by Power of Attorney | 06/22/2018 | |
Rose Capital Fund I GP, LLC, By: Andrew Schweibold, Principal and Jonathan Rosenthal, Principal, By: /s/ S. Halle Vakani, by Power of Attorney | 06/22/2018 | |
RSF4, LLC, By: Andrew Schweibold, Principal and Jonathan Rosenthal, Principal, By: /s/ S. Halle Vakani, by Power of Attorney | 06/22/2018 | |
Jonathan Rosenthal, By: /s/ S. Halle Vakani, by Power of Attorney | 06/22/2018 | |
** 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. |