X0306 4/A 2014-05-08 2014-05-09 0 0001179090 Bonds.com Group, Inc. BDCG 0001511570 Kemp Patricia C/O OAK MANAGEMENT CORPORATION 901 MAIN AVENUE, SUITE 600 NORWALK CT 06851 0 0 0 1 Former Director Option (Right to Buy) 8.35 2014-05-08 4 J 0 15794 0 D 2013-06-20 2020-06-20 Common Stock 15794 0 D Option (Right to Buy) 28 2014-05-08 4 J 0 3583 0 D 2012-05-30 2019-05-30 Common Stock 3583 0 D Option (Right to Buy) 30 2014-05-08 4 J 0 15394 0 D 2011-07-14 2018-07-14 Common Stock 15394 0 D This amendment is being filed solely to reflect that the options exercisable for Common Stock were erroneously included in the Acquired section of Column 5 of Table II in the original filing when they should have been included in the Disposed section of Column 5 of Table II. 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 May 8, 2014 (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 Person is not affiliated with MTS or Merger Sub. (Continued in Footnote 3) 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to the effective time of the Merger (other than shares (a) for which appraisal rights are properly exercised and not withdrawn under Delaware law and (b) owned by the Issuer, MTS or Merger Sub) were automatically converted into the right to receive allocations of the Merger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 (as defined in the Merger Agreement), 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. (Continued in Footnote 4) In addition, upon consummation of the Merger and effective as of the Closing Date, all options to purchase Common Stock were terminated and no longer exercisable for any shares of Common Stock or any other capital stock of the Issuer. Because the amount of Merger Consideration is substantially less than the aggregate liquidation preference of the Series E-2 Convertible Preferred Stock, par value $0.0001 per share (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. In particular, the Reporting Person is not entitled to receive any consideration in the Merger in respect of her options exercisable for Common Stock. Further, the Reporting Person is no longer a director of the Issuer effective upon the consummation of the Merger. /s/ Patricia Kemp 2014-05-13