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XWEL

XWELL, Inc.

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SEC CIK
0001410428
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154

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
January 04, 2021 Filed Jan 6, 2021 16:37 UTC GrantStock Option (right to buy) · Derivative 43,077 $0.00 Strike: $1.19 $0.00
Disclosure

SEC source: 0001235110-21-000004 · edgar.xml · derivative · entry 2

Lebowitz Michael · CIK 0001808836 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,077

Underlying: Common Stock · 43,077 shares

Expires 2031-01-04

F1 · security: These securities were issued as part of the Issuer's equity grant to directors.

F3 · derivative.exercise_date: The option vests in equal quarterly installments over a one-year period, with one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2021.

Read SEC document
January 04, 2021 Filed Jan 6, 2021 16:37 UTC GrantCommon Stock 28,235 $0.00 $0.00
Disclosure

SEC source: 0001235110-21-000004 · edgar.xml · nonDerivative · entry 1

Lebowitz Michael · CIK 0001808836 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,235

F1 · security: These securities were issued as part of the Issuer's equity grant to directors.

F2 · shares: Represents restricted stock units which vest in equal quarterly installments over a one-year period, with one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2021.

Read SEC document
January 04, 2021 Filed Jan 6, 2021 21:36 UTC GrantStock Option (right to buy) · Derivative 43,077 $0.00 Strike: $1.19 $0.00
Disclosure

SEC source: 0001235110-21-000003 · edgar.xml · derivative · entry 2

Stout Donald E. · CIK 0001509502 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,077

Underlying: Common Stock · 43,077 shares

Expires 2031-01-04

F1 · security: These securities were issued as part of the Issuer's equity grant to directors.

F3 · derivative.exercise_date: The option vests in equal quarterly installments over a one-year period, with one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2021.

Read SEC document
January 04, 2021 Filed Jan 6, 2021 21:36 UTC GrantCommon Stock 28,235 $0.00 $0.00
Disclosure

SEC source: 0001235110-21-000003 · edgar.xml · nonDerivative · entry 1

Stout Donald E. · CIK 0001509502 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,235

F1 · security: These securities were issued as part of the Issuer's equity grant to directors.

F2 · balance_after: Represents restricted stock units which vest in equal quarterly installments over a one-year period, with one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2021.

Read SEC document
January 04, 2021 Filed Jan 6, 2021 21:35 UTC GrantStock Option (right to buy) · Derivative 43,077 $0.00 Strike: $1.19 $0.00
Disclosure

SEC source: 0001235110-21-000002 · edgar.xml · derivative · entry 2

WEINSTEIN ROBERT · CIK 0001213709 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,077

Underlying: Common Stock · 43,077 shares

Expires 2031-01-04

F1 · security: These securities were issued as part of the Issuer's equity grant to directors.

F3 · derivative.exercise_date: The option vests in equal quarterly installments over a one-year period, with one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2021.

Read SEC document
January 04, 2021 Filed Jan 6, 2021 21:35 UTC GrantCommon Stock 28,235 $0.00 $0.00
Disclosure

SEC source: 0001235110-21-000002 · edgar.xml · nonDerivative · entry 1

WEINSTEIN ROBERT · CIK 0001213709 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,235

F1 · security: These securities were issued as part of the Issuer's equity grant to directors.

F2 · shares: Represents restricted stock units which vest in equal quarterly installments over a one-year period, with one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2021.

Read SEC document
January 04, 2021 Filed Jan 6, 2021 21:34 UTC GrantStock Option (right to buy) · Derivative 84,615 $0.00 Strike: $1.19 $0.00
Disclosure

SEC source: 0001235110-21-000001 · edgar.xml · derivative · entry 2

Bernstein Bruce · CIK 0001665472 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 84,615

Underlying: Common Stock · 84,615 shares

Expires 2031-01-04

F4 · derivative.exercise_date: The option vests in equal quarterly installments over a one-year period, with one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2021.

Read SEC document
January 04, 2021 Filed Jan 6, 2021 21:34 UTC GrantCommon Stock 55,462 $0.00 $0.00
Disclosure

SEC source: 0001235110-21-000001 · edgar.xml · nonDerivative · entry 1

Bernstein Bruce · CIK 0001665472 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 56,698

F1 · security: These securities were issued as part of the Issuer's equity grant to directors.

F2 · shares: Represents restricted stock units which vest in equal quarterly installments over a one-year period, with one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2021.

F3 · balance_after: The Issuer effected a 1-for-3 reverse stock split on June 11, 2020.

Read SEC document
December 14, 2020 Filed Dec 14, 2020 18:19 UTC
Berry James A.Chief Financial Officer
GrantEmployee stock option (right to buy) · Derivative 173,611 $0.00 Strike: $1.44 $0.00
Disclosure

SEC source: 0001235110-20-000033 · edgar.xml · derivative · entry 1

Berry James A. · CIK 0001835980 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 173,611

Underlying: Common Stock · 173,611 shares

Expires 2030-12-14

F1 · derivative.exercise_date: Options vest in four equal annual increments over each of the first four anniversaries of the date of grant.

Read SEC document
April 20, 2020 Filed Apr 21, 2020 19:57 UTC GrantStock Option (Right to Buy) · Derivative 150,000 $0.00 Strike: $0.51 $0.00
Disclosure

SEC source: 0001104659-20-049350 · tm2016454d1_4.xml · derivative · entry 1

Lebowitz Michael · CIK 0001808836 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 150,000

Underlying: Common Stock · 150,000 shares

Expires 2030-04-20

F1 · security: These securities were issued as part of the Issuer's equity grant to directors.

F1 · price: These securities were issued as part of the Issuer's equity grant to directors.

F2 · derivative.exercise_date: The shares underlying this option vest in equal quarterly installments over a one-year period, with one-fourth vesting on the date of grant and one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2020.

Read SEC document
April 20, 2020 Filed Apr 22, 2020 00:44 UTC SaleSeries E Convertible Preferred Stock · Derivative 967,742 $0.33 Strike: $2.00 $323,225.83
Disclosure

SEC source: 0000950103-20-007902 · dp126535_4-calm.xml · derivative · entry 3

Calm.com, Inc. · CIK 0001721834 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,500,000 shares

Expires not disclosed

F6 · derivative.exercise_date: Holder has the right to convert any of the Series E Convertible Preferred at any time and from time to time.

F7 · derivative.expiration_date: The Series E Convertible Preferred Stock matures on November 13, 2025.

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April 20, 2020 Filed Apr 22, 2020 00:44 UTC SaleCommon Stock Warrants · Derivative 937,500 $0.11 Strike: $2.00 $100,312.50
Disclosure

SEC source: 0000950103-20-007902 · dp126535_4-calm.xml · derivative · entry 2

Calm.com, Inc. · CIK 0001721834 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 937,500 shares

Expires 2025-01-08

F5 · derivative.exercise_price: Subject to receipt of approval of the shareholders of the issuer, the exercise price of the Common Stock Warrants may be reduced in connection with certain anti-dilution price protection provisions, resulting in additional shares of Common Stock becoming issuable.

Read SEC document
April 20, 2020 Filed Apr 21, 2020 23:59 UTC
Satzman DougDirector · Chief Executive Officer
GrantStock Option (Right to Buy) · Derivative 250,000 $0.00 Strike: $0.51 $0.00
Disclosure

SEC source: 0001104659-20-049354 · tm2016454d5_4.xml · derivative · entry 1

Satzman Doug · CIK 0001767756 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 250,000

Underlying: Common Stock · 250,000 shares

Expires 2030-04-20

F1 · security: These securities were issued as part of the Issuer's equity grant to directors.

F1 · price: These securities were issued as part of the Issuer's equity grant to directors.

F2 · derivative.exercise_date: The shares underlying this option vest in equal quarterly installments over a one-year period, with one-fourth vesting on the date of grant and one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2020.

Read SEC document
April 20, 2020 Filed Apr 21, 2020 23:58 UTC GrantStock Option (Right to Buy) · Derivative 185,000 $0.00 Strike: $0.51 $0.00
Disclosure

SEC source: 0001104659-20-049352 · tm2016454d3_4.xml · derivative · entry 1

WEINSTEIN ROBERT · CIK 0001213709 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 185,000

Underlying: Common Stock · 185,000 shares

Expires 2030-04-20

F1 · security: These securities were issued as part of the Issuer's equity grant to directors.

F1 · price: These securities were issued as part of the Issuer's equity grant to directors.

F2 · derivative.exercise_date: The shares underlying this option vest in equal quarterly installments over a one-year period, with one-fourth vesting on the date of grant and one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2020.

Read SEC document
April 20, 2020 Filed Apr 21, 2020 23:58 UTC GrantStock Option (Right to Buy) · Derivative 175,000 $0.00 Strike: $0.51 $0.00
Disclosure

SEC source: 0001104659-20-049353 · tm2016454d4_4.xml · derivative · entry 1

Stout Donald E. · CIK 0001509502 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 175,000

Underlying: Common Stock · 175,000 shares

Expires 2030-04-20

F1 · security: These securities were issued as part of the Issuer's equity grant to directors.

F1 · price: These securities were issued as part of the Issuer's equity grant to directors.

F2 · derivative.exercise_date: The shares underlying this option vest in equal quarterly installments over a one-year period, with one-fourth vesting on the date of grant and one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2020.

Read SEC document
April 20, 2020 Filed Apr 21, 2020 23:57 UTC GrantStock Option (Right to Buy) · Derivative 200,000 $0.00 Strike: $0.51 $0.00
Disclosure

SEC source: 0001104659-20-049351 · tm2016454d2_4.xml · derivative · entry 1

Bernstein Bruce · CIK 0001665472 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 200,000

Underlying: Common Stock · 200,000 shares

Expires 2030-04-20

F1 · security: These securities were issued as part of the Issuer's equity grant to directors.

F1 · price: These securities were issued as part of the Issuer's equity grant to directors.

F2 · derivative.exercise_date: The shares underlying this option vest in equal quarterly installments over a one-year period, with one-fourth vesting on the date of grant and one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2020.

Read SEC document
April 16, 2020 Filed Apr 22, 2020 00:44 UTC Sale5.00% Unsecured Convertible Note due 2022 · Derivative 2,500,000 $2,375,000.00 Strike: $3.10 $5,937,500,000,000.00
Disclosure

SEC source: 0000950103-20-007902 · dp126535_4-calm.xml · derivative · entry 1

Calm.com, Inc. · CIK 0001721834 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Series E Convertible Preferred Stock · 1,445,816 shares

Expires not disclosed

F1 · security: $2.5 million aggregate principal amount of XpresSpa Group, Inc.'s 5.00% Unsecured Convertible Notes due May 31, 2022 (the "Note"), which is convertible into shares of Series E Convertible Preferred Stock at a conversion price of $2.00 per share.

F2 · derivative.exercise_price: Subject to receipt of approval of the shareholders of the issuer, the conversion price of the Note may be reduced in connection with certain anti-dilution price protection provisions, resulting in additional shares of Series E Preferred Stock becoming issuable.

F3 · derivative.exercise_date: The Note is convertible at the holder's option into shares of Series E Preferred Stock at any time and from time to time.

F4 · derivative.expiration_date: The Note matures on May 31, 2022.

Read SEC document
April 14, 2020 Filed Apr 16, 2020 20:07 UTC
HEYER ANDREW RFormer director and 10% owner
SaleCommon Stock 112,020 $0.39 $43,687.80
Disclosure

SEC source: 0001104659-20-047794 · tm2015981d2_4.xml · nonDerivative · entry 3

HEYER ANDREW R · CIK 0001259062 · Former director and 10% owner

Mistral Spa Holdings, LLC · CIK 0001690963 · 10% owner

Mistral Capital Management, LLC · CIK 0001695155 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,750

F5 · price: The price reported in Column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $0.39 to $0.41, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4.

Read SEC document
April 14, 2020 Filed Apr 16, 2020 20:07 UTC
HEYER ANDREW RFormer director and 10% owner
SaleCommon Stock 1,000,000 $0.40 $400,000.00
Disclosure

SEC source: 0001104659-20-047794 · tm2015981d2_4.xml · nonDerivative · entry 2

HEYER ANDREW R · CIK 0001259062 · Former director and 10% owner

Mistral Spa Holdings, LLC · CIK 0001690963 · 10% owner

Mistral Capital Management, LLC · CIK 0001695155 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 2,759,173

F4 · price: The price reported in Column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $0.40 to $0.41, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.

F2 · ownership.nature: Mistral Spa Holdings, LLC ("MSH"), a Delaware limited liability company, is the record holder of the securities identified in this row. Mr. Heyer is the managing member and the managing partner of Mistral Capital Management, LLC ("MCM" and, together with Mr. Heyer and MSH, the "Reporting Persons"), which is the sole manager of MSH. By reason of the provisions of Rule 16a-1 of the Exchange Act, MCM and Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by MSH except to the extent of the Reporting Person's pecuniary interest therein.

F3 · ownership.nature: Includes (a) 158,820 shares of common stock deposited in various escrow accounts to cover certain indemnification claims made pursuant to that certain Agreement and Plan of Merger, by and among FORM Holdings Corp., FHXMS, LLC, XpresSpa Holdings, LLC and Mistral XH Representative, LLC, as representative of the unitholders, dated October 25, 2016, as subsequently amended; (b) 7,500 shares of common stock held of record by Heyer Investment Management LLC and 900 shares of common stock held of record by Andrew R. Heyer 2007 Associates, L.P., each of which Mr. Heyer controls; and (c) shares of common stock received as part of a pro rata distribution of the Company's Series D Convertible Preferred Stock, which subsequently converted into common shares, from MSH on October 1, 2019. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein.

Read SEC document
April 14, 2020 Filed Apr 16, 2020 20:07 UTC
HEYER ANDREW RFormer director and 10% owner
SaleCommon Stock 3,000,000 $0.37 $1,110,000.00
Disclosure

SEC source: 0001104659-20-047794 · tm2015981d2_4.xml · nonDerivative · entry 1

HEYER ANDREW R · CIK 0001259062 · Former director and 10% owner

Mistral Spa Holdings, LLC · CIK 0001690963 · 10% owner

Mistral Capital Management, LLC · CIK 0001695155 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 3,759,173

F1 · price: The price reported in Column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $0.35 to $0.40, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2 · ownership.nature: Mistral Spa Holdings, LLC ("MSH"), a Delaware limited liability company, is the record holder of the securities identified in this row. Mr. Heyer is the managing member and the managing partner of Mistral Capital Management, LLC ("MCM" and, together with Mr. Heyer and MSH, the "Reporting Persons"), which is the sole manager of MSH. By reason of the provisions of Rule 16a-1 of the Exchange Act, MCM and Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by MSH except to the extent of the Reporting Person's pecuniary interest therein.

F3 · ownership.nature: Includes (a) 158,820 shares of common stock deposited in various escrow accounts to cover certain indemnification claims made pursuant to that certain Agreement and Plan of Merger, by and among FORM Holdings Corp., FHXMS, LLC, XpresSpa Holdings, LLC and Mistral XH Representative, LLC, as representative of the unitholders, dated October 25, 2016, as subsequently amended; (b) 7,500 shares of common stock held of record by Heyer Investment Management LLC and 900 shares of common stock held of record by Andrew R. Heyer 2007 Associates, L.P., each of which Mr. Heyer controls; and (c) shares of common stock received as part of a pro rata distribution of the Company's Series D Convertible Preferred Stock, which subsequently converted into common shares, from MSH on October 1, 2019. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein.

Read SEC document
October 02, 2019 Filed Oct 3, 2019 21:59 UTC
HEYER ANDREW RDirector · 10% owner
ConversionSeries D Convertible Preferred Stock · Derivative 220,199 $0.00 $0.00
Disclosure

SEC source: 0001144204-19-047234 · tv530640_4.xml · derivative · entry 5

HEYER ANDREW R · CIK 0001259062 · Director · 10% owner

Mistral Spa Holdings, LLC · CIK 0001690963 · 10% owner

Mistral Capital Management, LLC · CIK 0001695155 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 6,606,338 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Automatic conversion of the Registrant's Series D convertible preferred stock (including shares payable as accrued but unpaid dividends thereon). On July 8, 2019, the Registrant filed a certificate of amendment to the Certificate of Designation of Series D Convertible Preferred Stock (the "Series D COD Amendment") with the State of Delaware to, upon receipt of stockholder approval, reduce the conversion price to $2.00 and provide for automatic conversion of the Series D Convertible Preferred Stock into shares of Common Stock. The Series D COD Amendment was approved by the stockholders of the Registrant on October 2, 2019.

F7 · derivative.expiration_date: Prior to the conversion described in footnote 1 above, the Series D convertible preferred stock would have matured seven years after the date of issuance, and the Registrant would have had to pay holders in cash, shares of common stock, or any combination thereof.

F2 · derivative.underlying_shares: Mistral Spa Holdings, LLC ("MSH"), a Delaware limited liability company, is the record holder of the shares of common stock, shares of preferred stock, and warrants identified in this filing. Mr. Heyer is the managing member and the managing partner of Mistral Capital Management, LLC ("MCM" and, together with Mr. Heyer and MSH, the "Reporting Persons"), which is the sole manager of MSH. By reason of the provisions of Rule 16a-1 of the Exchange Act, MCM and Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by MSH except to the extent of the Reporting Person's pecuniary interest therein.

F2 · ownership.nature: Mistral Spa Holdings, LLC ("MSH"), a Delaware limited liability company, is the record holder of the shares of common stock, shares of preferred stock, and warrants identified in this filing. Mr. Heyer is the managing member and the managing partner of Mistral Capital Management, LLC ("MCM" and, together with Mr. Heyer and MSH, the "Reporting Persons"), which is the sole manager of MSH. By reason of the provisions of Rule 16a-1 of the Exchange Act, MCM and Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by MSH except to the extent of the Reporting Person's pecuniary interest therein.

Read SEC document
October 02, 2019 Filed Oct 3, 2019 21:59 UTC
HEYER ANDREW RDirector · 10% owner
ConversionCommon Stock 6,606,338 Not disclosed Not disclosed
Disclosure

SEC source: 0001144204-19-047234 · tv530640_4.xml · nonDerivative · entry 1

HEYER ANDREW R · CIK 0001259062 · Director · 10% owner

Mistral Spa Holdings, LLC · CIK 0001690963 · 10% owner

Mistral Capital Management, LLC · CIK 0001695155 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 6,712,861

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Automatic conversion of the Registrant's Series D convertible preferred stock (including shares payable as accrued but unpaid dividends thereon). On July 8, 2019, the Registrant filed a certificate of amendment to the Certificate of Designation of Series D Convertible Preferred Stock (the "Series D COD Amendment") with the State of Delaware to, upon receipt of stockholder approval, reduce the conversion price to $2.00 and provide for automatic conversion of the Series D Convertible Preferred Stock into shares of Common Stock. The Series D COD Amendment was approved by the stockholders of the Registrant on October 2, 2019.

F2 · balance_after: Mistral Spa Holdings, LLC ("MSH"), a Delaware limited liability company, is the record holder of the shares of common stock, shares of preferred stock, and warrants identified in this filing. Mr. Heyer is the managing member and the managing partner of Mistral Capital Management, LLC ("MCM" and, together with Mr. Heyer and MSH, the "Reporting Persons"), which is the sole manager of MSH. By reason of the provisions of Rule 16a-1 of the Exchange Act, MCM and Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by MSH except to the extent of the Reporting Person's pecuniary interest therein.

F3 · balance_after: All numbers reflect the impact of the 1:20 reverse stock split of the Registrant's common stock that became effective on February 22, 2019.

F2 · ownership.nature: Mistral Spa Holdings, LLC ("MSH"), a Delaware limited liability company, is the record holder of the shares of common stock, shares of preferred stock, and warrants identified in this filing. Mr. Heyer is the managing member and the managing partner of Mistral Capital Management, LLC ("MCM" and, together with Mr. Heyer and MSH, the "Reporting Persons"), which is the sole manager of MSH. By reason of the provisions of Rule 16a-1 of the Exchange Act, MCM and Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by MSH except to the extent of the Reporting Person's pecuniary interest therein.

Read SEC document
October 01, 2019 Filed Oct 3, 2019 21:59 UTC
HEYER ANDREW RDirector · 10% owner
OtherSeries D Convertible Preferred Stock · Derivative 67,913 $0.00 $0.00
Disclosure

SEC source: 0001144204-19-047234 · tv530640_4.xml · derivative · entry 4

HEYER ANDREW R · CIK 0001259062 · Director · 10% owner

Mistral Spa Holdings, LLC · CIK 0001690963 · 10% owner

Mistral Capital Management, LLC · CIK 0001695155 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 220,199

Underlying: Common Stock · 2,037,390 shares

Expires not disclosed

F6 · derivative.exercise_price: Represents the net result of a pro rata distribution of 71,927 shares of the registrant's Series D Convertible Preferred Stock from MSH. As a result of the distribution, 67,913 shares of the registrant's Series D Convertible Preferred Stock were distributed to non-affiliates of the reporting persons, while the reporting persons may be deemed to be the beneficial owners of the remaining portion of the distribution.

F6 · kind: Represents the net result of a pro rata distribution of 71,927 shares of the registrant's Series D Convertible Preferred Stock from MSH. As a result of the distribution, 67,913 shares of the registrant's Series D Convertible Preferred Stock were distributed to non-affiliates of the reporting persons, while the reporting persons may be deemed to be the beneficial owners of the remaining portion of the distribution.

F7 · derivative.expiration_date: Prior to the conversion described in footnote 1 above, the Series D convertible preferred stock would have matured seven years after the date of issuance, and the Registrant would have had to pay holders in cash, shares of common stock, or any combination thereof.

F2 · derivative.underlying_shares: Mistral Spa Holdings, LLC ("MSH"), a Delaware limited liability company, is the record holder of the shares of common stock, shares of preferred stock, and warrants identified in this filing. Mr. Heyer is the managing member and the managing partner of Mistral Capital Management, LLC ("MCM" and, together with Mr. Heyer and MSH, the "Reporting Persons"), which is the sole manager of MSH. By reason of the provisions of Rule 16a-1 of the Exchange Act, MCM and Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by MSH except to the extent of the Reporting Person's pecuniary interest therein.

F5 · derivative.underlying_shares: For consistency, these numbers give effect to the conversion described in footnote (1) above.

F2 · ownership.nature: Mistral Spa Holdings, LLC ("MSH"), a Delaware limited liability company, is the record holder of the shares of common stock, shares of preferred stock, and warrants identified in this filing. Mr. Heyer is the managing member and the managing partner of Mistral Capital Management, LLC ("MCM" and, together with Mr. Heyer and MSH, the "Reporting Persons"), which is the sole manager of MSH. By reason of the provisions of Rule 16a-1 of the Exchange Act, MCM and Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by MSH except to the extent of the Reporting Person's pecuniary interest therein.

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October 01, 2019 Filed Oct 3, 2019 21:59 UTC
HEYER ANDREW RDirector · 10% owner
OtherSeries D Convertible Preferred Stock · Derivative 8,470 $0.00 $0.00
Disclosure

SEC source: 0001144204-19-047234 · tv530640_4.xml · derivative · entry 3

HEYER ANDREW R · CIK 0001259062 · Director · 10% owner

Mistral Spa Holdings, LLC · CIK 0001690963 · 10% owner

Mistral Capital Management, LLC · CIK 0001695155 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 288,112

Underlying: Common Stock · 254,100 shares

Expires not disclosed

F4 · derivative.exercise_price: On October 2, 2019, 8,470 shares of Series D Convertible Preferred Stock, which were deposited in various escrow accounts to cover certain indemnification claims made pursuant to the Merger Agreement, were forfeited by the reporting persons in connection with such claims.

F4 · kind: On October 2, 2019, 8,470 shares of Series D Convertible Preferred Stock, which were deposited in various escrow accounts to cover certain indemnification claims made pursuant to the Merger Agreement, were forfeited by the reporting persons in connection with such claims.

F7 · derivative.expiration_date: Prior to the conversion described in footnote 1 above, the Series D convertible preferred stock would have matured seven years after the date of issuance, and the Registrant would have had to pay holders in cash, shares of common stock, or any combination thereof.

F2 · derivative.underlying_shares: Mistral Spa Holdings, LLC ("MSH"), a Delaware limited liability company, is the record holder of the shares of common stock, shares of preferred stock, and warrants identified in this filing. Mr. Heyer is the managing member and the managing partner of Mistral Capital Management, LLC ("MCM" and, together with Mr. Heyer and MSH, the "Reporting Persons"), which is the sole manager of MSH. By reason of the provisions of Rule 16a-1 of the Exchange Act, MCM and Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by MSH except to the extent of the Reporting Person's pecuniary interest therein.

F5 · derivative.underlying_shares: For consistency, these numbers give effect to the conversion described in footnote (1) above.

F2 · ownership.nature: Mistral Spa Holdings, LLC ("MSH"), a Delaware limited liability company, is the record holder of the shares of common stock, shares of preferred stock, and warrants identified in this filing. Mr. Heyer is the managing member and the managing partner of Mistral Capital Management, LLC ("MCM" and, together with Mr. Heyer and MSH, the "Reporting Persons"), which is the sole manager of MSH. By reason of the provisions of Rule 16a-1 of the Exchange Act, MCM and Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by MSH. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by MSH except to the extent of the Reporting Person's pecuniary interest therein.

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July 08, 2019 Filed Jul 10, 2019 20:05 UTC PurchaseCommon Stock Warrants · Derivative 937,500 Not disclosed Strike: $2.00 Not disclosed
Disclosure

SEC source: 0000950103-19-009279 · dp109685_4-calm.xml · derivative · entry 2

Calm.com, Inc. · CIK 0001721834 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 937,500

Underlying: Common Stock · 937,500 shares

Expires 2025-01-08

F5 · derivative.exercise_price: Subject to receipt of approval of the shareholders of the issuer, the exercise price of the Common Stock Warrants may be reduced in connection with certain anti-dilution price protection provisions, resulting in additional shares of Common Stock becoming issuable.

F6 · price: The Common Stock Warrants were issued as partial consideration (along with the Note and other consideration) for Calm's investment in the issuer on July 8, 2019.

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July 08, 2019 Filed Jul 10, 2019 20:05 UTC Purchase5.00% Unsecured Convertible Note due 2022 · Derivative Not disclosed $2,500,000.00 Strike: $3.10 $2,500,000.00
Disclosure

SEC source: 0000950103-19-009279 · dp109685_4-calm.xml · derivative · entry 1

Calm.com, Inc. · CIK 0001721834 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: Not disclosed

Underlying: Series E Convertible Preferred Stock · 806,451 shares

Expires not disclosed

F1 · security: On July 8, 2019, Calm.com, Inc. ("Calm") purchased $2.5 million aggregate principal amount of 5.00% Unsecured Convertible Notes due May 31, 2022 (the "Note") from the issuer, which will be initially convertible into shares of Series E Convertible Preferred Stock at a conversion price of $3.10 per share.

F2 · derivative.exercise_price: Subject to receipt of approval of the shareholders of the issuer, the conversion price of the Note may be reduced in connection with certain anti-dilution price protection provisions, resulting in additional shares of Series E Preferred Stock becoming issuable.

F3 · derivative.exercise_date: The Note is convertible at Calm's option into shares of Series E Preferred Stock at any time and from time to time.

F4 · derivative.expiration_date: The Note matures on May 31, 2022.

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February 11, 2019 Filed Feb 13, 2019 21:11 UTC GrantStock Option (Right to Buy) · Derivative 170,000 $0.00 Strike: $0.21 $0.00
Disclosure

SEC source: 0001144204-19-007153 · tv513325_4.xml · derivative · entry 1

GIARDINA SALVATORE · CIK 0001198079 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 170,000

Underlying: Common Stock · 170,000 shares

Expires 2029-02-11

F1 · security: These securities were issued as part of the Issuer's annual equity grant to directors.

F1 · price: These securities were issued as part of the Issuer's annual equity grant to directors.

F2 · derivative.exercise_date: The shares underlying this option vest in equal quarterly installments over a one-year period, with one-fourth vesting on the date of grant and one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2019.

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February 11, 2019 Filed Feb 13, 2019 22:28 UTC GrantStock Option (Right to Buy) · Derivative 160,000 $0.00 Strike: $0.21 $0.00
Disclosure

SEC source: 0001144204-19-007334 · tv513327_form4.xml · derivative · entry 1

Stout Donald E. · CIK 0001509502 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 160,000

Underlying: Common Stock · 160,000 shares

Expires 2029-02-11

F1 · security: These securities were issued as part of the Issuer's annual equity grant to directors.

F1 · price: These securities were issued as part of the Issuer's annual equity grant to directors.

F2 · derivative.exercise_date: The shares underlying this option vest in equal quarterly installments over a one-year period, with one-fourth vesting on the date of grant and one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2019.

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February 11, 2019 Filed Feb 13, 2019 21:11 UTC GrantStock Option (Right to Buy) · Derivative 170,000 $0.00 Strike: $0.21 $0.00
Disclosure

SEC source: 0001144204-19-007152 · tv513324_form4.xml · derivative · entry 1

Bernstein Bruce · CIK 0001665472 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 170,000

Underlying: Common Stock · 170,000 shares

Expires 2029-02-11

F1 · security: These securities were issued as part of the Issuer's annual equity grant to directors.

F1 · price: These securities were issued as part of the Issuer's annual equity grant to directors.

F2 · derivative.exercise_date: The shares underlying this option vest in equal quarterly installments over a one-year period, with one-fourth vesting on the date of grant and one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2019.

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February 11, 2019 Filed Feb 13, 2019 21:11 UTC GrantStock Option (Right to Buy) · Derivative 150,000 $0.00 Strike: $0.21 $0.00
Disclosure

SEC source: 0001144204-19-007154 · tv513326_form4.xml · derivative · entry 1

HEYER ANDREW R · CIK 0001259062 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 150,000

Underlying: Common Stock · 150,000 shares

Expires 2029-02-11

F1 · security: These securities were issued as part of the Issuer's annual equity grant to directors.

F1 · price: These securities were issued as part of the Issuer's annual equity grant to directors.

F2 · derivative.exercise_date: The shares underlying this option vest in equal quarterly installments over a one-year period, with one-fourth vesting on the date of grant and one-fourth vesting at the end of each fiscal quarter, such that the options will be fully vested as of December 31, 2019.

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February 11, 2019 Filed Feb 13, 2019 21:11 UTC
Satzman DougDirector · Chief Executive Officer
GrantStock Option (Right to Buy) · Derivative 1,500,000 $0.00 Strike: $0.21 $0.00
Disclosure

SEC source: 0001144204-19-007151 · tv513323_4.xml · derivative · entry 2

Satzman Doug · CIK 0001767756 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,500,000

Underlying: Common Stock · 1,500,000 shares

Expires 2029-02-11

F2 · derivative.exercise_date: The shares underlying this option vest in substantially equal installments on each of the first four anniversaries of the grant date, such that the options will be fully vested as of February 11, 2023, subject to the Reporting Person's continued service through the applicable vesting date.

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February 11, 2019 Filed Feb 13, 2019 21:11 UTC
Satzman DougDirector · Chief Executive Officer
GrantCommon Stock 750,000 $0.00 $0.00
Disclosure

SEC source: 0001144204-19-007151 · tv513323_4.xml · nonDerivative · entry 1

Satzman Doug · CIK 0001767756 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 750,000

F1 · shares: Represents 750,000 shares of restricted stock which vest in in full and become non-forfeitable on February 10, 2020, subject to the Reporting Person's continued service through the applicable vesting date.

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December 28, 2018 Filed Jan 2, 2019 17:32 UTC PurchaseSeries E Convertible Preferred Stock · Derivative 322,581 $3.10 Strike: $0.62 $1,000,001.10
Disclosure

SEC source: 0000950103-19-000008 · dp100308_4.xml · derivative · entry 1

Calm.com, Inc. · CIK 0001721834 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 967,742

Underlying: Common Stock · 1,612,903 shares

Expires not disclosed

F1 · derivative.exercise_date: Calm.com, Inc. has the right to convert any of the Series E Convertible Preferred at any time and from time to time.

F2 · derivative.expiration_date: The Series E Convertible Preferred Stock matures on November 13, 2025.

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June 12, 2018 Filed Jun 13, 2018 11:43 UTC PurchaseCommon Stock 100,000 $0.45 $45,080.00
Disclosure

SEC source: 0001144204-18-034014 · tv496419_form4.xml · nonDerivative · entry 1

Jankowski Edward · CIK 0001691085 · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 158,962

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May 23, 2018 Filed May 23, 2018 21:48 UTC PurchaseCommon Stock 10,000 $0.35 $3,500.00
Disclosure

SEC source: 0001144204-18-030588 · tv494938_4.xml · nonDerivative · entry 2

Bernstein Bruce · CIK 0001665472 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 430,346

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May 21, 2018 Filed May 23, 2018 21:48 UTC PurchaseCommon Stock 9,601 $0.44 $4,176.44
Disclosure

SEC source: 0001144204-18-030588 · tv494938_4.xml · nonDerivative · entry 1

Bernstein Bruce · CIK 0001665472 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 420,346

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May 15, 2018 Filed May 16, 2018 20:06 UTC GrantClass A Warrant · Derivative 250,000 $0.00 Strike: $0.62 $0.00
Disclosure

SEC source: 0001144204-18-029211 · tv494342_4.xml · derivative · entry 1

Bernstein Bruce · CIK 0001665472 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 250,000

Underlying: Common Stock · 250,000 shares

Expires 2028-05-15

F1 · price: The Class A Warrants were issued as consideration for the Reporting Person's execution of a consent and waiver in connection with the Issuer's private placement of 5% Secured Convertible Notes due 2019, Class A Warrants and Class B Warrants.

F2 · ownership.nature: These securities are held by Rockmore Investment Master Fund Ltd., an investment entity controlled by Bruce T. Bernstein.

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December 28, 2017 Filed Dec 29, 2017 21:20 UTC SaleCommon Stock 46,650 $1.55 $72,396.14
Disclosure

SEC source: 0001535264-17-000081 · primary_doc.xml · nonDerivative · entry 3

AWM Investment Company, Inc. · CIK 0001535264 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Limited Partnerships

Disclosed balance after: 2,643,745

F2 · shares: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 462,561 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,387,683 Shares held by SSFQP and 793,501 Shares held by SSPE.

F3 · shares: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · price: This is a weighted average price.

F2 · balance_after: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 462,561 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,387,683 Shares held by SSFQP and 793,501 Shares held by SSPE.

F3 · balance_after: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.direct: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 462,561 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,387,683 Shares held by SSFQP and 793,501 Shares held by SSPE.

F3 · ownership.direct: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 462,561 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,387,683 Shares held by SSFQP and 793,501 Shares held by SSPE.

F3 · ownership.nature: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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December 27, 2017 Filed Dec 29, 2017 21:20 UTC SaleCommon Stock 5,200 $1.51 $7,857.72
Disclosure

SEC source: 0001535264-17-000081 · primary_doc.xml · nonDerivative · entry 2

AWM Investment Company, Inc. · CIK 0001535264 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Limited Partnerships

Disclosed balance after: 2,690,395

F1 · price: This is a weighted average price.

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December 27, 2017 Filed Dec 29, 2017 21:20 UTC SaleCommon Stock 58,150 $1.50 $87,294.78
Disclosure

SEC source: 0001535264-17-000081 · primary_doc.xml · nonDerivative · entry 1

AWM Investment Company, Inc. · CIK 0001535264 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Limited Partnerships

Disclosed balance after: 2,695,595

F1 · price: This is a weighted average price.

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December 21, 2017 Filed Dec 26, 2017 21:58 UTC SaleCommon Stock 150,000 $1.49 $223,980.00
Disclosure

SEC source: 0001535264-17-000080 · primary_doc.xml · nonDerivative · entry 2

AWM Investment Company, Inc. · CIK 0001535264 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Limited Partnerships

Disclosed balance after: 2,753,745

F2 · shares: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 481,807 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,445,421 Shares held by SSFQP and 826,517 Shares held by SSPE

F3 · shares: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · price: This is a weighted average price

F2 · balance_after: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 481,807 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,445,421 Shares held by SSFQP and 826,517 Shares held by SSPE

F3 · balance_after: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.direct: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 481,807 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,445,421 Shares held by SSFQP and 826,517 Shares held by SSPE

F3 · ownership.direct: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 481,807 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,445,421 Shares held by SSFQP and 826,517 Shares held by SSPE

F3 · ownership.nature: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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December 21, 2017 Filed Dec 26, 2017 21:58 UTC SaleCommon Stock 50,000 $1.52 $76,130.00
Disclosure

SEC source: 0001535264-17-000080 · primary_doc.xml · nonDerivative · entry 1

AWM Investment Company, Inc. · CIK 0001535264 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Limited Partnerships

Disclosed balance after: 2,903,745

F2 · shares: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 481,807 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,445,421 Shares held by SSFQP and 826,517 Shares held by SSPE

F3 · shares: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · price: This is a weighted average price

F2 · balance_after: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 481,807 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,445,421 Shares held by SSFQP and 826,517 Shares held by SSPE

F3 · balance_after: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.direct: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 481,807 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,445,421 Shares held by SSFQP and 826,517 Shares held by SSPE

F3 · ownership.direct: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 481,807 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,445,421 Shares held by SSFQP and 826,517 Shares held by SSPE

F3 · ownership.nature: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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November 27, 2017 Filed Nov 28, 2017 08:00 UTC
Perlman Andrew DDirector · Chief Executive Officer
PurchaseCommon Stock 10,000 $1.17 $11,680.00
Disclosure

SEC source: 0001144204-17-061046 · tv480266_4.xml · nonDerivative · entry 1

Perlman Andrew D · CIK 0001493066 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 428,578

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September 14, 2017 Filed Sep 15, 2017 09:15 UTC
Perlman Andrew DDirector · Chief Executive Officer
PurchaseCommon Stock 10,000 $1.36 $13,570.00
Disclosure

SEC source: 0001144204-17-048140 · v475245_4.xml · nonDerivative · entry 1

Perlman Andrew D · CIK 0001493066 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 418,578

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September 13, 2017 Filed Sep 14, 2017 13:10 UTC PurchaseCommon Stock 100,000 $1.32 $132,000.00
Disclosure

SEC source: 0001144204-17-047952 · v475151_4.xml · nonDerivative · entry 1

HEYER ANDREW R · CIK 0001259062 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 115,000

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September 13, 2017 Filed Sep 15, 2017 20:29 UTC SaleCommon Stock 800 $1.35 $1,080.00
Disclosure

SEC source: 0001535264-17-000071 · primary_doc.xml · nonDerivative · entry 1

AWM Investment Company, Inc. · CIK 0001535264 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Limited Partnerships

Disclosed balance after: 2,953,745

F2 · shares: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 516,800 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,550,400 Shares held by SSFQP and 886,545 Shares held by SSPE.

F3 · shares: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · price: This is a weighted average price.

F2 · balance_after: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 516,800 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,550,400 Shares held by SSFQP and 886,545 Shares held by SSPE.

F3 · balance_after: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.direct: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 516,800 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,550,400 Shares held by SSFQP and 886,545 Shares held by SSPE.

F3 · ownership.direct: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE and together with CAYMAN and SSFQP, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 516,800 Shares of common stock of the Issuer (the Shares) held by CAYMAN, 1,550,400 Shares held by SSFQP and 886,545 Shares held by SSPE.

F3 · ownership.nature: Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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August 31, 2017 Filed Sep 5, 2017 13:15 UTC
Abbe RichardDirector
PurchaseCommon Stock 7,500 $1.25 $9,410.25
Disclosure

SEC source: 0001144204-17-046478 · v474549_4.xml · nonDerivative · entry 1

Abbe Richard · CIK 0001524877 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 286,542

F1 · ownership.nature: These securities are held by Iroquois Master Fund Ltd. (the "Fund"). Mr. Abbe is president of Iroquois Capital Management L.L.C, who has the authority and responsibility for the investments made on behalf of the Fund and, as such, may be deemed to be the beneficial owner of all shares of common stock held by the Fund. Mr. Abbe disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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August 18, 2017 Filed Aug 21, 2017 08:56 UTC
Perlman Andrew DDirector · Chief Executive Officer
PurchaseCommon Stock 31,000 $1.17 $36,409.50
Disclosure

SEC source: 0001144204-17-044271 · v473707_4.xml · nonDerivative · entry 2

Perlman Andrew D · CIK 0001493066 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 408,578

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August 18, 2017 Filed Aug 22, 2017 12:55 UTC
Abbe RichardDirector
PurchaseCommon Stock 3,100 $1.21 $3,736.12
Disclosure

SEC source: 0001144204-17-044495 · v473736_form4.xml · nonDerivative · entry 1

Abbe Richard · CIK 0001524877 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 279,042

F1 · ownership.nature: These securities are held by Iroquois Master Fund Ltd. (the "Fund"). Mr. Abbe is president of Iroquois Capital Management L.L.C, who has the authority and responsibility for the investments made on behalf of the Fund and, as such, may be deemed to be the beneficial owner of all shares of common stock held by the Fund. Mr. Abbe disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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August 17, 2017 Filed Aug 21, 2017 08:56 UTC
Perlman Andrew DDirector · Chief Executive Officer
PurchaseCommon Stock 42,000 $1.16 $48,867.00
Disclosure

SEC source: 0001144204-17-044271 · v473707_4.xml · nonDerivative · entry 1

Perlman Andrew D · CIK 0001493066 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 377,578

Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.