0000899243-18-026634.txt : 20181012 0000899243-18-026634.hdr.sgml : 20181012 20181012160624 ACCESSION NUMBER: 0000899243-18-026634 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181010 FILED AS OF DATE: 20181012 DATE AS OF CHANGE: 20181012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESW Capital, LLC CENTRAL INDEX KEY: 0001477025 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23970 FILM NUMBER: 181120312 BUSINESS ADDRESS: STREET 1: 401 CONGRESS AVENUE STREET 2: SUITE 2650 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512-524-6149 MAIL ADDRESS: STREET 1: 401 CONGRESS AVENUE STREET 2: SUITE 2650 CITY: AUSTIN STATE: TX ZIP: 78701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIEMANDT JOSEPH CENTRAL INDEX KEY: 0001295389 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23970 FILM NUMBER: 181120313 MAIL ADDRESS: STREET 1: 5001 PLAZA ON THE LAKE CITY: AUSTIN STATE: TX ZIP: 78746 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FALCONSTOR SOFTWARE INC CENTRAL INDEX KEY: 0000922521 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770216135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 BAYLIS ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631 777 5188 MAIL ADDRESS: STREET 1: 125 BAYLIS ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: NETWORK PERIPHERALS INC DATE OF NAME CHANGE: 19940502 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-10-10 0 0000922521 FALCONSTOR SOFTWARE INC FALC 0001477025 ESW Capital, LLC 401 CONGRESS AVE., SUITE 2650 AUSTIN TX 78701 0 0 1 0 0001295389 LIEMANDT JOSEPH 401 CONGRESS AVE., SUITE 2650 AUSTIN TX 78701 0 0 1 0 Warrants 0.001 2018-10-10 4 P 0 122214132 A 2028-02-23 Common Stock 122214132 122214132 D Series A Convertible Preferred Stock 2018-10-10 4 P 0 224786 0.2711 A Common Stock 2708053 224786 D The warrants reported herein were issued by the Issuer to ESW Capital, LLC ("ESW") in connection with its purchase of 9,990,506 units (each, a "Unit") in a private placement ("Financing"). The warrants are exercisable at any time prior to the expiration date. The reported securities are included with 9,990,506 Units purchased by the reporting person for $0.371063 per Unit. Each Unit consists of (a) $0.10 in Issuer's senior secured debt, (b) warrants to purchase 12.233 shares of the Issuer's common stock, and (c) 0.0225 shares of the Company's Series A Convertible Preferred Stock at a per Unit price of $0.271063 (subject to certain adjustment). The reported securities are held directly by ESW. Joseph Liemandt is the sole voting member of ESW and may be deemed to have beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, of the securities held by ESW. Mr. Liemandt disclaims Section 16 beneficial ownership of the securities held by ESW, except to the extent, if any, of his pecuniary interest therein. Each share of Series A Convertible Preferred Stock (the "Preferred Stock") of the Issuer has a stated value of $10 (the "Stated Value"). Each share of Preferred Stock is initially convertible into such number of shares of Common Stock determined by dividing the Stated Value by $1.02488, the initial conversion price of the Preferred Stock. The conversion price of the Preferred Stock is subject to adjustment from time to time in accordance with the terms of the Certificate of Designations of the Preferred Stock, including for accrued but unpaid dividends. The Preferred Stock is convertible at any time, at the holder's election, into common stock of the Issuer and has no expiration date. The Preferred Stock accrues dividends which may, under circumstances, be paid in shares of Common Stock. /s/ Andrew Price, Chief Financial Officer of ESW Capital, LLC 2018-10-12 /s/ Andrew Price, Attorney-in-Fact for Mr. Joseph Liemandt 2018-10-12