0001179110-17-000987.txt : 20170118 0001179110-17-000987.hdr.sgml : 20170118 20170118161442 ACCESSION NUMBER: 0001179110-17-000987 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150218 FILED AS OF DATE: 20170118 DATE AS OF CHANGE: 20170118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CREATIVE REALITIES, INC. CENTRAL INDEX KEY: 0001356093 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 411967918 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13100 MAGISTERIAL DRIVE STREET 2: SUITE 100 CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 502-791-8800 MAIL ADDRESS: STREET 1: 13100 MAGISTERIAL DRIVE STREET 2: SUITE 100 CITY: LOUISVILLE STATE: KY ZIP: 40223 FORMER COMPANY: FORMER CONFORMED NAME: WIRELESS RONIN TECHNOLOGIES INC DATE OF NAME CHANGE: 20060313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PP IV BSH, LLC CENTRAL INDEX KEY: 0001616239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 17533622 BUSINESS ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 BUSINESS PHONE: 203.869.4400 MAIL ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEGASUS PARTNERS IV LP CENTRAL INDEX KEY: 0001431283 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 17533623 BUSINESS ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 BUSINESS PHONE: 203 869-4400 MAIL ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEGASUS PARTNERS IV (AIV), L.P. CENTRAL INDEX KEY: 0001497525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 17533624 BUSINESS ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 BUSINESS PHONE: 212.710.2500 MAIL ADDRESS: STREET 1: 505 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pegasus Investors IV, L.P. CENTRAL INDEX KEY: 0001441404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 17533625 BUSINESS ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 BUSINESS PHONE: (203) 869-4400 MAIL ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pegasus Investors IV GP, LLC CENTRAL INDEX KEY: 0001441405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 17533626 BUSINESS ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 BUSINESS PHONE: (203) 869-4400 MAIL ADDRESS: STREET 1: 99 RIVER ROAD CITY: COS COB STATE: CT ZIP: 06807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEGASUS CAPITAL LLC CENTRAL INDEX KEY: 0001259178 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 17533627 MAIL ADDRESS: STREET 1: 99 RIVER ROAD STREET 2: C/O PEAGASUS PARTNERS II LP CITY: COC COB STATE: CT ZIP: 06807-2514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COGUT CRAIG M CENTRAL INDEX KEY: 0001032672 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 17533628 MAIL ADDRESS: STREET 1: C/O APOLLO ADVISORS LP STREET 2: 2 MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 4 1 edgar.xml FORM 4 - X0306 4 2015-02-18 0 0001356093 CREATIVE REALITIES, INC. CREX 0001032672 COGUT CRAIG M C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 0 0 1 0 0001259178 PEGASUS CAPITAL LLC C/O PEGASUS CAITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 0 0 1 0 0001441405 Pegasus Investors IV GP, LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 0 0 1 0 0001441404 Pegasus Investors IV, L.P. C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 0 0 1 0 0001497525 PEGASUS PARTNERS IV (AIV), L.P. C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 0 0 1 0 0001431283 PEGASUS PARTNERS IV LP C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 0 0 1 0 0001616239 PP IV BSH, LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 0 0 1 0 Common Stock 28570934 I See footnotes Series A 6% Convertible Preferred Stock 0.40 2015-02-18 4 P 0 175000 1.00 A 2015-02-18 Common Stock 437500 675000 I See footnotes Common Stock Warrant (right to buy) 0.50 2015-02-18 4 P 0 218750 A 2015-02-18 2020-02-18 Common Stock 218750 218750 I See footnotes Subordinated Secured Promissory Note 0.75 2015-05-20 4 P 0 465000 465000 A 2015-05-20 2016-05-20 Series A 6% Convertible Preferred Stock 581250 465000 I See footnotes Common Stock Warrant (right to buy) 0.31 2015-05-20 4 P 0 762295 A 2015-05-20 2020-05-20 Common Stock 762295 762295 I See footnotes Common Stock Warrant (right to buy) 0.30 2015-06-23 4 P 0 935351 A 2015-06-23 2020-06-23 Common Stock 935351 935351 I See footnotes Common Stock Warrant (right to buy) 0.28 2015-12-22 4 P 0 1750000 A 2015-12-22 2020-12-22 Common Stock 1750000 1750000 I See footnotes Secured Convertible Promissory Note 0.28 2016-06-13 4 P 0 250000 250000 A 2016-06-13 2017-04-15 Common Stock 892857 250000 I See footnotes Common Stock Warrant (right to buy) 0.28 2016-06-13 4 P 0 446429 A 2016-06-13 2021-06-13 Common Stock 446429 446429 I See footnotes Common Stock Warrant (right to buy) 0.28 2016-08-17 4 P 0 5882352 A 2016-08-17 2021-08-17 Common Stock 5882352 5882352 I See footnotes All securities acquired and included in this report were acquired by Slipstream Communications, LLC ("Slipstream Communications"). BCOM Holdings, LP ("BCOM Holdings") is the managing member of Slipstream Communications. BCOM GP LLC ("BCOM GP") is the general partner of BCOM Holdings. Business Services Holdings, LLC ("Business Services Holdings") is the sole member of BCOM GP. Each of PP IV BSH, LLC ("PP IV BSH"), Pegasus Partners IV (AIV), L.P. ("Pegasus Partners (AIV)") and Pegasus Investors IV, L.P. ("Pegasus Investors") are the members of Business Services Holdings. Pegasus Partners IV, L.P. ("Pegasus Partners") is the sole member of PP IV BSH. Pegasus Investors is the general partner of each of Pegasus Partners (AIV) and Pegasus Partners, and Pegasus Investors IV GP, L.L.C. ("Pegasus Investors GP") is the general partner of Pegasus Investors. Pegasus Investors GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Pegasus Capital may be deemed to be directly or indirectly controlled by Mr. Craig Cogut. Slipstream Communications, BCOM Holdings, BCOM GP and Business Services Holdings are filing a separate Form 4 to report the transactions reported herein.Each of Slipstream Communications, BCOM Holdings, BCOM GP, Business Services Holdings, PP IV BSH, Pegasus Partners (AIV), Pegasus Partners, Pegasus Investors, Pegasus Investors GP, Pegasus Capital and Mr. Cogut disclaims beneficial ownership of any of the issuer's securities as to which this report relates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the foregoing entities or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purposes. All shares of Common Stock included as beneficially owned in Table I of this report are held indirectly by Slipstream Funding, LLC ("Slipstream Funding"). Slipstream Communications is the sole member of Slipstream Funding. As of the date of this report, the conversion price at which the Series A 6% Convertible Preferred Stock may be converted into Common Stock is $0.255. No expiration date. As of the date of this report, the exercise price at which the warrant may be exercised for the purchase of Common Stock is $0.36. The warrant was issued for no additional consideration in connection with the offer and sale of Series A 6% Convertible Preferred Stock on the same date. The conversion price reflected in the table is the effective conversion price under the promissory note, after giving effect to a 25% conversion premium contained in the promissory note. The warrant was issued for no additional consideration in connection with the offer and sale of the Subordinated Secured Promissory Note on the same date. The warrant was issued for no additional consideration in connection with the conversion of an earlier promissory note into a longer-term debt obligation of the issuer. The warrant was issued in consideration of Slipstream Communication furnishing collateral security for debt obligations of the issuer. The warrant was issued for no additional consideration in connection with the offer and sale of the Secured Convertible Promissory Note on the same date. The warrant was issued for no additional consideration in connection with the offer and sale of a secured term promissory note on the same date. CRAIG M. COGUT /s/ Craig M. Cogut 2017-01-13 PEGASUS CAPITAL, L.L.C. /s/ Craig Cogut, President & Managing Member 2017-01-13 PEGASUS INVESTORS IV GP, L.L.C. /s/ Daniel Stencel, CFO & Treasurer 2017-01-13 PEGASUS INVESTORS IV, L.P. by Pegagus Investors IV GP, L.L.C., its general partner /s/ Daniel Stencel, CFO & Treasurer 2017-01-13 PEGASUS PARTNERS IV (AIV), L.P.By: Pegasus Investors IV, L.P., its general partner, By Pegasus Investors IV GP, L.L.C., its general partner /s/ Daniel Stencel, CFO & Treasurer 2017-01-13 PEGASUS PARTNERS IV, L.P., By Pegagus Investors IV, L.P. its general partner, By: Pegasus Investors IV, GP, L.L.C., its general partner, /s/ Daniel Stencel, CFO & Treasurer 2017-01-13 PP IV BSH, LLC /s/ Daniel Stencel, Treasurer 2017-01-13