X0306 4 2014-05-08 1 0001179090 Bonds.com Group, Inc. BDCG 0001365607 OAK INVESTMENT PARTNERS XII L P 901 MAIN AVENUE, SUITE 600 NORWALK CT 06851 0 0 0 1 Former 10% owner Series E-2 Convertible Preferred Stock 28 2014-05-08 4 J 0 3000 0 D Common Stock 126178 0 D Series E Convertible Preferred Stock 28 2014-05-08 4 J 0 4267 0 D Common Stock 181953 0 D Series C Convertible Preferred Stock 40 2014-05-08 4 J 0 8796 0 D Common Stock 54971 0 D Common Stock Warrants 28 2014-05-08 4 J 0 142857 0 D 2016-02-02 Common Stock 142857 0 D Common Stock Warrants 28 2014-05-08 4 J 0 64285 0 D 2016-12-05 Common Stock 64285 0 D Common Stock Warrants 28 2014-05-08 4 J 0 42857 0 D 2017-06-08 Common Stock 42857 0 D On April 25, 2013, the Issuer implemented a 1-for-400 reverse stock split of its common stock (the "Reverse Stock Split"). All share, conversion price and exercise price information in this Form 4 reflect the Reverse Stock Split. 3,000 shares of Series E-2 Convertible Preferred Stock, par value $0.0001 per share, of the Issuer ("Series E-2 Convertible Preferred Stock") were convertible into 126,178 shares of Common Stock, assuming conversion as of May 8, 2014 (the "Closing Date"). The terms of the Series E-2 Convertible Preferred Stock provided that holders of shares of Series E-2 Convertible Preferred Stock were entitled to receive dividends at the rate per annum of 8%, compounded annually, on each share of Series E-2 Convertible Preferred Stock (subject to certain adjustments) (the "Series E-2 Accruing Dividends"). The conversion rate was determined by dividing (i) the sum of (x) the stated value applicable to such shares ($1,000 subject to certain adjustments for stock splits and the like) and (y) all Series E-2 Accruing Dividends thereon that remain unpaid as of such date by (ii) the conversion price then in effect. The conversion price was $28.00 as of the Closing Date. Pursuant to the Agreement and Plan of Merger dated as of March 5, 2014(the "Merger Agreement"), by and among the Issuer, MTS Markets International, Inc. ("MTS"), an affiliate of the London Stock Exchange Group, and MMI Newco Inc., a wholly-owned subsidiary of MTS ("Merger Sub") and on the terms and conditions set forth therein, on the Closing Date, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of MTS (the "Merger"). The Reporting Persons are not affiliated with MTS or Merger Sub. (See Footnote 4 for continuation.) Upon consummation of the Merger and effective as of the Closing Date, all shares of Common Stock and preferred stock of the Issuer were automatically cancelled and ceased to exist, and each share of Common Stock and preferred stock of the Issuer that was outstanding immediately prior to the effective time of the Merger (other than shares (a) for which appraisal rights are properly exercised and not withdrawn under Delaware law and (b) owned by the Issuer, MTS or Merger Sub) were automatically converted into the right to receive allocations of the merger consideration, if any, on the basis of the Amended and Restated Certificate of Incorporation of the Issuer, in each case without interest and subject to any required withholding taxes. (See Footnote 5 for continuation.) Because the amount of merger consideration is substantially less than the aggregate liquidation preference of the Series E-2 Convertible Preferred Stock (and less than the aggregate invested capital by the holders of Series E-2 Convertible Preferred Stock), all merger consideration will be paid to the holders of Series E-2 Convertible Preferred Stock. The merger consideration payable under the Merger Agreement is an amount equal to $15 million, minus transaction costs, minus closing liabilities, and plus or minus a working capital adjustment (to the extent the adjustment is outside the agreed upon collar). (See Footnote 6 for continuation.) $1.5 million of the merger consideration has been placed in escrow to cover the purchase price adjustment and certain potential indemnity claims. Such escrowed funds, in the absence of claims, will be released to the holders of the Series E-2 Convertible Preferred Stock in $500,000 increments upon the twelve month, eighteen month and twenty-four month anniversaries of the closing of the Merger. Because each share of Series E-2 Convertible Preferred Stock has an accruing dividend, and because the holders of Series E-2 Convertible Preferred Stock purchased shares of Series E-2 Convertible Preferred Stock at different times, the merger consideration to be received per share of Series E-2 Convertible Preferred Stock will vary as a result of the dividend accrued. (See Footnote 7 for continuation.) Upon consummation of the Merger and effective as of the Closing Date, all warrants to purchase Common Stock of the Company were terminated and no longer exercisable for any shares of Common Stock or any other capital stock of the Company. Holders of warrants were not entitled to receive and did not receive any merger consideration under the Merger Agreement. The Reporting Persons will not receive any consideration in the Merger in respect of their shares of Series C Preferred Stock or Series E Convertible Preferred Stock nor in respect of their warrants to purchase Common Stock. The Series E-2 Convertible Preferred Stock, the Series E Convertible Preferred Stock and the Series C Convertible Preferred Stock were immediately convertible upon issuance. The Series E-2 Convertible Preferred Stock, the Series E Convertible Preferred Stock and the Series C Convertible Preferred Stock did not have an expiration date. Represents securities directly held by Oak. Oak Associates XII, LLC, as the general partner of Oak, may be deemed to beneficially own the securities reported herein. 4,267 shares of Series E Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series E Convertible Preferred Stock") were convertible into 181,953 shares of Common Stock, assuming conversion as of the Closing Date. The terms of the Series E Convertible Preferred Stock provided that holders of shares of Series E Convertible Preferred Stock were entitled to receive dividends at the rate per annum of 8%, compounded annually, on each share of Series E Preferred (subject to certain adjustments) (the "Series E Accruing Dividends""). The conversion rate was determined by dividing (i) the sum of (x) the stated value applicable to such shares ($1,000 subject to certain adjustments for stock splits and the like) and (y) all Series E Accruing Dividends thereon that remain unpaid as of such date by (ii) the conversion price then in effect. The conversion price was $28.00 as of the Closing Date. 8,795 shares of Series C Convertible Preferred Stock, par value $0.0001 per share, of the Issuer ("Series C Convertible Preferred Stock") were convertible into 54,971 shares of Common Stock. The conversion rate was determined on an aggregate basis for all of the issued and outstanding shares of Series C Convertible Preferred Stock as of the Closing Date (i.e., 10,000 shares) and was determined by dividing (1) $2,500,000 by (2) the conversion price then in effect. The conversion price was $40.00 as of the Closing Date. The warrants were immediately exercisable into Common Stock upon issuance. This Form 4 is being filed by Oak Investment Partners XII, Limited Partnership, a Delaware limited partnership ("Oak XII") and Oak Associates XII, LLC ("Oak Associates" and together with Oak XII, the "Reporting Persons"). Oak Associates is the general partner of Oak XII. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. Both Reporting Persons are no longer subject to Section 16 reporting as a result of this transaction. /s/Ann H. Lamont, as managing member of Oak Associates XII, LLC, the General Partner of Oak Investment Partner XII, Limited Partnership 2014-05-09 /s/Ann H. Lamont, as managing member of Oak Associates XII, LLC 2014-05-09