Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
holding | CMTL | Common Stock | 248K | Jan 3, 2022 | See footnote | F1 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
holding | CMTL | Series A Convertible Preferred Stock ("Preferred Stock") | Jan 3, 2022 | Common Stock | 20K | See footnote | F1, F2, F3, F4 | |||||||
holding | CMTL | Option (right to buy) | Jan 3, 2022 | Preferred Stock | 5K | $1,000.00 | See footnote | F1, F5 |
Id | Content |
---|---|
F1 | The securities reported herein are held by a fund managed by White Hat Capital Partners LP, a Delaware limited partnership (the "WH Investment Manager"). Mr. Mark R. Quinlan (the "Reporting Person") serves as the co-managing member of the general partner of the WH Investment Manager. The filing of this statement 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 Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
F2 | Holders of Preferred Stock have the right to convert their shares of Preferred Stock at or following the earlier to occur of (x) the later of (A) October 19, 2022 and (B) the date of the filing of the Issuer's Annual Report on Form 10-K for the fiscal year ended July 31, 2022 (or if the Company is not then subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the date the Issuer reports the Fiscal 2022 Adjusted EBITDA (as defined in the Certificate of Designations of the Preferred Stock (the "CoD")) to holders of Preferred Stock (the "Filing Date") and (y) immediately prior to (and conditioned upon) the consummation of a Change of Control (as defined in the CoD). Subject to the terms and conditions set forth in the CoD, the Issuer has the right to designate any business day after October 19, 2024 as a conversion date for all or any portion that is a whole number of the outstanding shares of Preferred Stock. |
F3 | The Preferred Stock has no expiration date. |
F4 | Conversion price of $24.50, subject to adjustments as set forth in the CoD, including an automatic one-time reset to $26.00 on the Filing Date in the event the Fiscal 2022 Adjusted EBITDA is equal to or greater than $76,000,000. |
F5 | The Option to purchase Preferred Stock can be exercised at any time on or prior to March 31, 2023. |