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