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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
AUTHENTIDATE HOLDING CORP [ ADAT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock(1) | 6,687,961(1) | I | See Footnotes(3)(4) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 1,250,000 | 04/24/2015 | 10/25/2019 | Common Stock | 1,250,000 | $0.00 | 0 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 1,250,000 | 12/15/2015 | 12/15/2022 | Common Stock | 1,250,000 | $0.00 | 1,250,000 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 357,142 | 04/24/2015 | 10/25/2019 | Common Stock | 357,142 | $0.00 | 0 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 357,142 | 12/15/2015 | 12/15/2022 | Common Stock | 357,142 | $0.00 | 357,142 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 746,268 | 04/24/2015 | 10/25/2019 | Common Stock | 746,268 | $0.00 | 0 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 746,268 | 12/15/2015 | 12/15/2022 | Common Stock | 746,268 | $0.00 | 746,268 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 330,000 | 04/24/2015 | 10/25/2019 | Common Stock | 330,000 | $0.00 | 0 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 330,000 | 12/15/2015 | 12/15/2022 | Common Stock | 330,000 | $0.00 | 330,000 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 1,317,830 | 04/24/2015 | 10/25/2019 | Common Stock | 1,317,830 | $0.00 | 0 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 1,317,830 | 12/15/2015 | 12/15/2022 | Common Stock | 1,317,830 | $0.00 | 1,317,830 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 2,000,000 | 05/07/2015 | 10/25/2019 | Common Stock | 2,000,000 | $0.00 | 0 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 2,000,000 | 12/15/2015 | 12/15/2022 | Common Stock | 2,000,000 | $0.00 | 2,000,000 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 232,394 | 05/07/2015 | 10/25/2019 | Common Stock | 232,394 | $0.00 | 0 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.25 | 12/15/2015 | J(2) | 232,394 | 12/15/2015 | 12/15/2022 | Common Stock | 232,394 | $0.00 | 232,394 | I | See Footnotes(3)(4) | |||
Warrant (right to buy) | $0.3 | 12/15/2015 | J(5) | 1,000,000 | 12/16/2016(6) | (6) | Common Stock | 1,000,000 | $0.00 | 1,000,000 | I | See Footnotes(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Includes 45,674 shares of common stock issued in lieu of cash dividends on shares of Series D preferred stock on June 30, 2015 for no consideration and at the Issuer's election. The transaction is exempt under Rule 16a-9(a) promulgated under the Securities Exchange Act of 1934. |
2. The reported transactions involve an amendment of the warrants to amend the expiration date, resulting in the deemed cancellation of the old warrant and the simultaneous issuance of the new warrant for purposes of Section 16. |
3. This form is filed jointly by Lazarus Management Company LLC ("Lazarus Management"), Justin B. Borus, Lazarus Investment Partners LLLP ("Lazarus Partners") and Lazarus Macro Micro Partners LLLP ("Macro Micro Partners" and together with Lazarus Partners, the "Funds"). The securities reported herein are owned directly by Lazarus Partners except for 7,500 shares of common stock owned directly by Macro Micro Partners. Lazarus Management is the investment adviser and general partner of the Funds and Mr. Borus is the manager of Lazarus Management. |
4. Each of Lazarus Management and Mr. Borus expressly disclaims beneficial ownership of the securities held by the Funds except to the extent of his or its pecuniary interest therein. Each of the Funds expressly disclaims beneficial ownership of the shares held by the other Fund. The filing of this Form 4 shall not be construed as an admission that either Lazarus Management or Mr. Borus, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, is the beneficial owner of any of the securities reported herein. |
5. Lazarus Partners was issued the warrant for no consideration in connection with a note exchange agreement pursuant to which it exchanged an existing promissory note for a new promissory note with a new interest rate and maturity date. |
6. The warrant expires on the 54-month anniversary of the initial exercise date. The initial exercise date is the first business day following the 12-month anniversary of the issue date, provided, in the event that the Issuer enters into a definitive agreement for the acquisition of all of the outstanding membership interests of Peachstate Health Management LLC (d/b/a AEON Clinical Laboratories) and consummates the initial closing as contemplated by the definitive agreement, then the initial exercise date of the warrant is the 3-year anniversary of the initial closing under the definitive agreement. |
Remarks: |
Lazarus Management Company LLC By: /s/ Justin B. Borus, Manager | 12/17/2015 | |
Lazarus Investment Partners LLLP By: Lazarus Management Company LLC, its general partner By: /s/ Justin B. Borus, Manager | 12/17/2015 | |
Lazarus Macro Micro Partners LLLP By: Lazarus Management Company LLC, its general partner by: /s/ Justin B. Borus, Manager | 12/17/2015 | |
/s/ Justin B. Borus | 12/17/2015 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |