FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/20/2014 |
3. Issuer Name and Ticker or Trading Symbol
WIRELESS RONIN TECHNOLOGIES INC [ RNIN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 08/22/2014 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A 6% Convertible Preferred Stock | (1)(2) | (1)(2) | Common Stock | (1)(2) | $0.4 | I | See Footnotes(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The above line in Table II amends the disclosure regarding the preferred stock disclosed as Series A 5% Convertible Preferred Stock in the Form 3 filed on August 22, 2014. The number of shares of the Series A 6% Convertible Preferred Stock (the "Preferred Stock") of Wireless Ronin Technologies, Inc. (the "Issuer") that were acquired on August 20, 2014 by Slipstream Communications, LLC ("Slipstream Communications") pursuant to the Securities Purchase Agreement dated August 18, 2014, was 500,000 shares of Preferred Stock rather than 1,250,000 shares as was originally reported. |
2. (Continued from footnote 1) Each share of Preferred Stock will be convertible into shares of the Issuer's common stock 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 6% Convertible Preferred Stock. The 500,000 shares of Preferred Stock will be initially convertible into 1,250,000 shares of the Issuer's common stock. The shares of Preferred Stock will be convertible upon shareholder approval of an increase in the Issuer's authorized shares of common stock. The shares of Preferred Stock have no expiration date. |
3. BCOM Holdings, LP ("BCOM Holdings") may be deemed to indirectly beneficially own a portion of the Preferred Stock 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. 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. |
4. (Continued from footnote 3) 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 Communications, BCOM Holdings, BCOM GP and Business Services Holdings are filing a separate amendment to Form 3. 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. |
Remarks: |
Slipstream Communications, LLC, BCOM Holdings, LP, BCOM GP LLC and Business Services Holdings, LLC are filing a separate amendment to Form 3. |
CRAIG COGUT, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut | 08/29/2014 | |
PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut | 08/29/2014 | |
PEGASUS INVESTORS IV GP, L.L.C., Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer /s/ Daniel Stencel | 08/29/2014 | |
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 | 08/29/2014 | |
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 | 08/29/2014 | |
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 | 08/29/2014 | |
PP IV BSH, LLC, Name: Daniel Stencel, Title: Treasurer /s/ Daniel Stencel | 08/29/2014 | |
** 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 5 (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. |