0001209191-14-054111.txt : 20140822 0001209191-14-054111.hdr.sgml : 20140822 20140822191237 ACCESSION NUMBER: 0001209191-14-054111 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140820 FILED AS OF DATE: 20140822 DATE AS OF CHANGE: 20140822 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WIRELESS RONIN TECHNOLOGIES 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: BAKER TECHNOLOGY PLAZA STREET 2: 5929 BAKER ROAD, SUITE 475 CITY: MINNETONKA STATE: MN ZIP: 55345 BUSINESS PHONE: 952-564-3500 MAIL ADDRESS: STREET 1: BAKER TECHNOLOGY PLAZA STREET 2: 5929 BAKER ROAD, SUITE 475 CITY: MINNETONKA STATE: MN ZIP: 55345 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEGASUS CAPITAL LLC CENTRAL INDEX KEY: 0001259178 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 141061412 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 141061413 MAIL ADDRESS: STREET 1: C/O APOLLO ADVISORS LP STREET 2: 2 MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 141061415 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 PARTNERS IV LP CENTRAL INDEX KEY: 0001431283 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 141061416 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, L.P. CENTRAL INDEX KEY: 0001441404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 141061417 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 141061418 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: PP IV BSH, LLC CENTRAL INDEX KEY: 0001616239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33169 FILM NUMBER: 141061414 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-08-20 0 0001356093 WIRELESS RONIN TECHNOLOGIES INC RNIN 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 CAPITAL 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 0001431283 PEGASUS PARTNERS IV LP 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 0001616239 PP IV BSH, LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 0 0 1 0 Series A 5% Convertible Preferred Stock 0.40 2014-08-20 Common Stock 1250000 I See Footnotes Common Stock Warrants (right to buy) 0.50 2014-08-20 2019-08-20 Common Stock 625000 I See Footnotes Pursuant to the Securities Purchase Agreement (the "Purchase Agreement") dated August 20, 2014, by and among Wireless Ronin Technologies, Inc. (the "Issuer") and the purchasers indicated therein, Slipstream Communications, LLC ("Slipstream Communications") purchased 1,250,000 shares of the Issuer's Series A 5% Convertible Preferred Stock (the "Preferred Stock") and a warrant to purchase 625,000 shares of the Issuer's common stock (the "Warrant") for an aggregate purchase price of $500,000. Each share of Preferred Stock is immediately convertible into shares of the Issuer's common stock upon receipt at a price per share of common stock equal to $0.40, subject to certain anti-dilution adjustments described in the Certificate of Designation of the Series A 5% Convertible Preferred Stock. (Continued from footnote 1) The shares of Preferred Stock have no expiration date. The Warrant is immediately exercisable in whole or in part at an exercise price of $0.50 per share of Issuer common stock, subject to adjustment as set forth in the Warrant. The Warrant will expire at 5:00 p.m. New York City time on the five-year anniversary of its issuance. BCOM Holdings, LP ("BCOM Holdings") may be deemed to indirectly beneficially own a portion of the Preferred Stock and the Warrant held directly by Slipstream Communications because BCOM Holdings may be deemed to have voting and dispositive power over such securities as 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. 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. (Continued from footnote 3) 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 Craig Cogut. Slipstream Funding, Slipstream Communications, BCOM Holdings, BCOM GP and Business Services Holdings are filing a separate Form 3 to report the securities beneficially owned reported herein. (Continued from footnote 4) Each of 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 BCOM Holdings, BCOM GP, Business Services Holdings, PP IV BSH, Pegasus Partners (AIV), Pegasus Partners, Pegasus Investors, Pegasus Investors GP, Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Slipstream Communications, LLC, BCOM Holdings, LP, BCOM GP LLC and Business Services Holdings, LLC are filing a separate Form 3 to report the securities beneficially owned reported herein. CRAIG COGUT, Name: Craig Cogut /s/ Craig Cogut 2014-08-22 PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut 2014-08-22 PEGASUS INVESTORS IV GP, L.L.C., Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer /s/ Daniel Stencel 2014-08-22 PEGASUS INVESTORS IV, L.P., By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer /s/ Daniel Stencel 2014-08-22 PEGASUS PARTNERS IV, L.P., By: Pegasus Investors IV, L.P, its general partner, By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer /s/ Daniel Stencel 2014-08-22 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, Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer /s/ Daniel Stencel 2014-08-22 PP IV BSH, LLC, Name: Daniel Stencel, Title: Treasurer /s/ Daniel Stencel 2014-08-22 EX-99 2 attachment1.htm EX-99 DOCUMENT

                                                                      Exhibit 99

                         Form 3 Joint Filer Information

Name:                                        Pegasus Capital, LLC

Address:                                     C/O Pegasus Capital Advisors, L.P.
                                             99 River Road
                                             Cos Cob, CT 06807

Date of Event Requiring Statement:           08/20/14


Name:                                        Pegasus Investors IV GP, L.L.C.

Address:                                     C/O Pegasus Capital Advisors, L.P.
                                             99 River Road
                                             Cos Cob, CT 06807

Date of Event Requiring Statement:           08/20/14


Name:                                        Pegasus Investors IV, L.P.

Address:                                     C/O Pegasus Capital Advisors, L.P.
                                             99 River Road
                                             Cos Cob, CT 06807

Date of Event Requiring Statement:           08/20/14


Name:                                        Pegasus Partners IV, L.P.

Address:                                     C/O Pegasus Capital Advisors, L.P.
                                             99 River Road
                                             Cos Cob, CT 06807

Date of Event Requiring Statement:           08/20/14


Name:                                        Pegasus Partners IV (AIV), L.P.

Address:                                     C/O Pegasus Capital Advisors, L.P.
                                             99 River Road
                                             Cos Cob, CT 06807

Date of Event Requiring Statement:           08/20/14


Name:                                        PP IV BSH, LLC

Address:                                     C/O Pegasus Capital Advisors, L.P.
                                             99 River Road
                                             Cos Cob, CT 06807

Date of Event Requiring Statement:           08/20/14