SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
HALE MARTIN M JR

(Last) (First) (Middle)
570 LEXINGTON AVENUE
49TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2010
3. Issuer Name and Ticker or Trading Symbol
Telanetix,Inc [ TNXI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.0001 (the "Common Stock") 41,071,672(1)(2)(3) I(4) See footnote(4)
Common Stock 191,667,802(1)(2)(3) I(5) See footnote(5)
Common Stock 54,762,229(1)(2)(3) I(6) See footnote(6)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On June 30, 2010, EREF-TELA, LLC, a Delaware limited liability company ("EREF"), HCP-TELA, LLC, a Delaware limited liability company ("HCP"), and CBG-TELA, LLC, a Delaware limited liability company ("CBG," and together with EREF and HCP, the "Purchasers"), entered into a securities purchase agreement (the "Purchase Agreement") with the Issuer. Pursuant to the Purchase Agreement, on July 2, 2010, EREF was issued 32,213,252 shares of Common Stock, HCP was issued 150,328,510 shares of Common Stock and CBG was issued 42,951,003 shares of Common Stock. Upon an amendment to the Issuer's certificate of incorporation to increase its authorized capital stock, EREF will receive 8,858,420 shares of Common Stock, HCP will receive 41,339,292 shares of Common Stock and CBG will receive 11,811,226 shares of Common Stock. The receipt of these additional shares is not subject to any material contingencies outside of the control of the Reporting Person.
2. On July 7, 2010, the Issuer announced a $3 million common stock rights offering under the terms of which the Issuer will distribute, at no charge to the holders of Common Stock, non-transferable rights to purchase up to an aggregate of 77,881,620 shares of Common Stock at a subscription price of $0.03852 per share. The number of subscription rights to be distributed per share of the Common Stock will be announced when the board of directors of the Issuer sets a record date for the rights offering and will be set forth in a registration statement to be filed with the SEC and a prospectus distributed to stockholders of record as of the record date. Each whole subscription right will entitle a holder to purchase one share of Common Stock at the subscription price of $0.03852 per share. The rights will be exercisable for at least 30 days, subject to extension.
3. Under the terms of the $10.5 million of senior secured notes issued to the Purchasers, the Issuer agreed to use the gross proceeds of the rights offering to redeem an aggregate of up to $3 million of principal amount of such notes. To the extent the gross proceeds of the rights offering are less than $3 million, the Purchasers will exchange the unredeemed principal amount (up to $3 million) for shares of Common Stock at an exchange price equal to the subscription price of $0.03852 per share. The right to receive these shares of Common Stock became fixed and irrevocable on July 2, 2010.
4. The shares are held by EREF. Martin M. Hale, Jr. is the sole owner and Chief Executive Officer of Hale Fund Management, LLC, the manager of EREF.
5. The shares are held by HCP. Hale Capital Partners, LP, where Martin M. Hale. Jr. is the Chief Executive Officer, is the managing member of HCP. Martin M. Hale, Jr. is also the sole owner and managing member of Hale Fund Partners, LLC, the general partner of Hale Capital Partners, LP.
6. The shares are held by CBG. Martin M. Hale, Jr. is the sole owner and Chief Executive Officer of Hale Fund Management, LLC, the manager of CBG.
Remarks:
/s/ Martin M. Hale, Jr. 07/12/2010
** 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 5 (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.
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