FalconStor Software (FALC) Form 4 Change in insider ownership

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^*

HCP-FVA, LLC

(Last) (First) (Middle)

C/O HALE CAPITAL PARTNERS, LP

17 STATE STREET, SUITE 3230

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FALCONSTOR SOFTWARE INC [ FALC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	12/18/2018		M		303,379,065(1)	A	$0.001	357,601,020	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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(1)	$0.001	12/18/2018		M			303,379,065	(2)	(2)	Common Stock	303,379,065	$0	1,543,630(3)	D

Explanation of Responses:

1. HCP-FVA, LLC ("HCP-FVA"), a Delaware limited liability company, exercised that certain Financing Unit Warrant, dated February 23, 2018 (the "Financing Unit Warrant"), to purchase 303,379,065 shares of common stock (the "Common Stock") of Falconstor Software, Inc. (the "Issuer").

2. The Financing Unit Warrant is presently exercisable and expires on February 23,2028, unless the expiration date of the Financing Unit Warrant is accelerated by the Issuer in accordance with the terms of the Financing Unit Warrant. The Issuer accelerated the expiration date of the Financing Unit Warrant to December 31, 2018.

3. Represents the remaining backstop warrants held by HCP-FVA to purchase 1,543,630 shares of Common Stock as set forth in the previous filings of HCP-FVA.

Remarks:

HCP-FVA has the right to designate a director of the Issuer pursuant to the terms of the Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock of the Issuer and Martin Hale, Jr. is the board designee of HCP-FVA. Accordingly, HCP-FVA is a director by deputization.

	HCP-FVA, LLC, By: Hale Capital Partners, LP, its sole member, By: /s/ Martin Hale, Jr., its CEO	12/20/2018
	** 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).
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