SEC FORM 4

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^*

Carlson David C.

(Last)

(First)

(Middle)

C/O ORANGEHOOK, INC.

319 BARRY AVENUE SOUTH, SUITE 300

(Street)

WAYZATA

55391

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ORANGEHOOK, INC. [ ORHK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/27/2016		C		145,542⁽¹⁾	A	$0	145,542	D
Common Stock	12/31/2017		J		2,706	A	⁽²⁾	148,248	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series OH-1 Convertible Preferred Stock	$7⁽¹⁾⁽³⁾	12/27/2016		C			6,828.45	⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Common Stock	145,542⁽¹⁾⁽³⁾	$0	0	D
Series OH-2 Convertible Preferred Stock	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	7,150⁽³⁾⁽⁴⁾		50⁽⁴⁾	D
Common Stock Warrants (right to buy)	$10⁽⁵⁾⁽⁶⁾							⁽⁷⁾	09/08/2021	Common Stock	7,143⁽⁶⁾		7,143⁽⁶⁾	D
Common Stock Warrants (right to buy)	$7⁽⁵⁾⁽⁸⁾							⁽⁷⁾	09/08/2021	Common Stock	3,575⁽⁸⁾		3,575⁽⁸⁾	D
10% Convertible Promissory Note	$7⁽⁹⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	$55,013.7⁽¹⁰⁾		$55,013.7⁽¹⁰⁾	D

Explanation of Responses:

1. Represents the conversion of 6,828.45 shares of Series OH-1 Convertible Preferred Stock into common stock.

2. Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued shares of Common Stock in lieu of the payment of $13,528.77 of cash dividends accrued on shares of Series OH-2 Convertible Preferred Stock, at a conversion rate of one share of Common Stock per $5.00 of accrued dividends. The conversion was dated effective as of 12-31-17.

3. On 12-1-16, OrangeHook, Inc., a Florida corporation formerly named Nuvel Holdings, Inc. (the "Company"), acquired OrangeHook, Inc., a Minnesota corporation, under an Agreement and Plan of Merger (the "Transaction"). On 12-27-2016, the Company amended its articles of incorporation to, among other administrative revisions, effect a one-for-1,200,000 reverse stock split of the Company's common stock (the "Reverse Stock Split"). The Reverse Stock Split did not affect the par value of the Company's common stock or the number of shares of capital stock authorized for issuance.

4. Each share of Series OH-2 Convertible Preferred Stock is convertible at any time at the election of the holder into 143 shares of OrangeHook common stock and does not have an expiration date.

5. Upon completion of the Reverse Stock Split, all securities convertible or exercisable into shares of Series OH-1 Convertible Preferred Stock were converted into shares or other securities convertible or exercisable into common stock (the "Conversion").

6. This warrant was previously reported as covering 335.13 shares of Series OH-1 at an exercise price of $213.40 per share, but was adjusted to reflect the Conversion.

7. Fully exercisable.

8. This warrant was previously reported as covering 167.73 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.

9. This note was previously reported as converting to Series OH-1 at a price of $149.20 per share, but was adjusted to reflect the Conversion.

10. Note amount does not reflect accrued interest. Principal and interest are convertible at any time at the election of the holder, and the note is due on demand.

Remarks:

	/s/ Ryan C. Brauer as Attorney-in-Fact for David C. Carlson pursuant to Power of Attorney previously filed.	02/23/2018
	** 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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