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SEC Filings

10-K
FORM HOLDINGS CORP. filed this Form 10-K on 03/21/2013
Entire Document
 
 

  

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 20, 2013 for (a) each stockholder known by us to own beneficially more than 5% of our common stock (b) our named executive officers, (c) each of our directors, and (d) all of our current directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of March 12, 2013 pursuant to the exercise of options or warrants or Restricted Stock Units that vest within 60 days of March 12, 2013 to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 82,451,074 shares of common stock outstanding on March 20, 2013.

 

Name and Address of beneficial owner (1)  Number of
Shares of Common Stock
Beneficially Owned
   Percentage of
Common Stock
 
Five percent or more beneficial owners:          
           
Hudson Bay Master Fund Ltd. (2)   6,402,366    7.2%
777 Third Avenue          
New York, NY 10017          
           
Directors and named executive officers:          
Andrew Kennedy Lang (3)   7,730,473    9.1%
Alexander R. Berger (4)   2,939,278    3.5%
Andrew D. Perlman (5)   1,391,459    1.7%
Donald E. Stout (6)   1,166,363    1.4%
Seth M. Siegel (7)   781,013    * 
Ellen Cohl (8)   485,674    * 
John Engelman (9)   412,933    * 
H. Van Sinclair (10)   269,580    * 
Ashley C. Keller (11)   20,000    * 
Jonathan Medved (12)   447,521    * 
           
All current directors and officers as a group (9 individuals):   15,644,294    18.6%

 

*Less than 1%.

 

(1)Unless otherwise indicated, the business address of the individuals is c/o Vringo Inc., 780 3rd Ave. 15th Floor, New York, NY 10017.

 

(2)

Based on our records, consists of warrants to purchase up to 6,402,366 shares of our common stock that are exercisable within the next 60 days. In accordance with the terms of the warrants, Hudson Bay Master Fund Ltd. may not exercise its warrants to purchase our common stock to the extent that after giving effect to such conversion or exercise, as the case may be, Hudson Bay Master Fund Ltd. (together with its affiliates) would have acquired, through the exercise of Vringo warrants or otherwise, beneficial ownership of a number of shares of our common stock that exceeds 9.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise, excluding for purposes of such determination, shares of our common stock issuable upon exercise of the warrants that have not been exercised. Hudson Bay Capital Management, L.P., the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management L.P. Sander Gerber disclaims beneficial ownership over these securities. Mr. Gerber, through his pension plan, is also the beneficial owner of 28,748 shares of our common stock.

 

(3)Includes options to purchase 90,278 shares of our common stock and warrants to purchase 2,052,419 shares of our common stock exercisable within the next 60 days. Also includes 7,812 restricted stock units. 2,931,752 shares and 965,039 shares issuable upon exercise of warrants are held by Innovation Spring LLC. Innovation Spring Trust is the sole member and the 100% owner of Innovation Spring LLC. Andrew C. Lang, the father of Mr. Andrew Kennedy Lang, has the sole power to vote or direct the vote over the shares held by Innovation Spring LLC. Mr. Andrew Kennedy Lang does not have power to vote or direct the vote over the 3,896,791 shares held by Innovation Spring LLC.

 

(4)Includes options to purchase 475,000 shares of our common stock and warrants to purchase 545,621 shares of our common stock exercisable within the next 60 days. Also includes 42,187 restricted stock units 1,834,282 shares and 545,621 shares issuable upon exercise of warrants are held by ARB-A Investment Trust, of which Mr. Berger is the trustee.

 

(5)Includes options to purchase 1,191,919 shares of our common stock and warrants to purchase 40,000 shares of our common stock exercisable within the next 60 days. Also includes 42,187 restricted stock units.

 

(6)Includes options to purchase 92,845 shares of our common stock exercisable within the next 60 days. Also includes 18,750 restricted stock units. 733,815 shares of common stock are held by the Donald E. and Mary Stout Trust.

 

(7)Includes options to purchase 486,667 shares of our common stock exercisable within the next 60 days. Also includes 25,000 restricted stock units. 19,165 shares of common stock are held by the Seth Mitchell Siegel Family Trust.

 

(8)Includes options to purchase 431,924 shares of our common stock exercisable within the next 60 days. Also includes 6,250 restricted stock units.

 

(9)Includes options to purchase 289,167 shares of our common stock exercisable within the next 60 days. Also includes 18,750 restricted stock units.

 

(10)Includes options to purchase 61,667 shares of our common stock exercisable within the next 60 days. Also includes 18,750 restricted stock units.

 

(11)Includes options to purchase 20,000 shares of our common stock exercisable within the next 60 days.

 

(12)Includes options to purchase 440,855 shares of our common stock exercisable within the next 60 days. Mr. Medved ceased to serve as our Chief Executive Officer and as a director as of March 7, 2012. Address of Mr. Medved is Zrubabel 6, Jerusalem, Israel 93511.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The following is a description of transactions that we entered into with our executive officers, directors or 5% stockholders during the past two years. We believe that all of the transactions described below were made on terms no less favorable to us than could have been obtained from unaffiliated third parties. All future related party transactions will be approved by our audit committee or a majority of our independent directors who do not have an interest in the transaction and who will have access, at our expense, to our independent legal counsel.

 

Hudson Bay Master Fund Ltd., one of I/P’s principal stockholders prior to the Merger and currently a greater than 5% beneficial owner of Vringo, was issued a senior secured note payable (the “Note”), on June 22, 2011, in the total amount of $3,200,000. After the Merger was consummated, on July 19, 2012, the Note was amended and restated and the holder was able to exercise any and all rights and remedies pursuant to such amended and restated Note, including with respect to any optional redemption provisions contained therein. The amended and restated Note was to mature on June 22, 2013 and I/P had granted Hudson Bay Master Fund Ltd. a security interest in all of its tangible and intangible assets, in order to secure I/P’s obligations under the senior secured note. After the consummation of the Merger, the Note became our obligation, as it is to guarantee I/P’s obligations. On August 15, 2012, the outstanding balance of the Note was repaid in full. See also Note 6 to the accompanying financial statements.

 

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