0000902664-23-006015.txt : 20231222
0000902664-23-006015.hdr.sgml : 20231222
20231222170413
ACCESSION NUMBER: 0000902664-23-006015
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231221
FILED AS OF DATE: 20231222
DATE AS OF CHANGE: 20231222
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Chanley David
CENTRAL INDEX KEY: 0002004735
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-52008
FILM NUMBER: 231510666
MAIL ADDRESS:
STREET 1: C/O LUNA INNOVATIONS INCORPORATED
STREET 2: 301 1ST STREET SW, SUITE 200
CITY: ROANOKE
STATE: VA
ZIP: 24011
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LUNA INNOVATIONS INC
CENTRAL INDEX KEY: 0001239819
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
ORGANIZATION NAME: 08 Industrial Applications and Services
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 301 FIRST STREET SW
STREET 2: SUITE 200
CITY: ROANOKE
STATE: VA
ZIP: 24011
BUSINESS PHONE: 540-769-8400
MAIL ADDRESS:
STREET 1: 301 FIRST STREET SW
STREET 2: SUITE 200
CITY: ROANOKE
STATE: VA
ZIP: 24011
3
1
ownership.xml
X0206
3
2023-12-21
0
0001239819
LUNA INNOVATIONS INC
LUNA
0002004735
Chanley David
520 MADISON AVENUE, 33RD FLOOR
NEW YORK
NY
10022
1
0
0
0
Series B Convertible Preferred Stock ("Preferred Stock")
Common Stock
52500
I
See footnote
Option (right to buy)
1000
Preferred Stock
12500
I
See footnote
Holders of Preferred Stock have the right to convert their shares of Preferred Stock at or following the earlier to occur of (x) December 21, 2024 and (y) immediately prior to (and conditioned upon) the consummation of a Change of Control (as defined in the Certificate of Designations of the Preferred Stock (the "CoD")). Subject to the terms and conditions set forth in the CoD, the Issuer has the right to designate any business day after December 21, 2024 as a conversion date for all or any portion that is a whole number of the outstanding shares of Preferred Stock.
The Preferred Stock has no expiration date.
Conversion price of $6.70, subject to adjustments as set forth in the CoD.
The securities reported herein are held by funds managed by White Hat Capital Partners LP, a Delaware limited partnership (the "WH Investment Manager"). Mr. David J. Chanley (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.
The Option to purchase Preferred Stock can be exercised at any time on or prior to December 21, 2026.
/s/ David J. Chanley
2023-12-22