X0306 4 2014-05-08 1 0001179090 Bonds.com Group, Inc. BDCG 0001571727 Oakum Bay Capital LLC 271 AVENUE OF THE AMERICAS SUITE 4300 NEW YORK NY 10020 0 0 0 1 Former Director & 10% Owner 0001539550 Trimarc Capital Fund, LP C/O OAKUM BAY CAPITAL 1271 AVENUE OF THE AMERICAS, SUITE 4300 NEW YORK NY 10020 0 0 0 1 Former 10% Owner 0001571722 Trica Michael C/O OAKUM BAY CAPITAL 1271 AVENUE OF THE AMERICAS, SUITE 4300 NEW YORK NY 10020 0 0 0 1 Former Director 0001571730 Oakum Bay Trimarc Partners C/O OAKUM BAY CAPITAL 1271 AVENUE OF THE AMERICAS, SUITE 4300 NEW YORK NY 10020 0 0 0 1 Former 10% Owner 0001571729 Oakum Bay Holdings LLC C/O OAKUM BAY CAPITAL 1271 AVENUE OF THE AMERICAS, SUITE 4300 NEW YORK NY 10020 0 0 0 1 Former 10% Owner Series E-2 Convertible Preferred Stock 28 2014-05-08 4 J 0 6 0 D 2013-02-28 Common Stock 21429 0 I See footnote Warrants 28 2014-05-08 4 J 0 6 0 D 2013-02-28 2018-02-28 Common Stock 21429 0 I See footnote On April 26, 2013 the company executed a 400:1 reverse stock split. This is the adjusted Conversion or Exercise Price and the adjusted quantity. 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 3 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to the effective time of the Merger (other than shares (a) for which appraisal rights are properly exercised and not withdrawn under Delaware law and (b) owned by the Issuer, MTS or Merger Sub) were automatically converted into the right to receive allocations of the merger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 4 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 5 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 6 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. A total of 14 Units were initially sold at a price of $100,000/Unit. A Unit consists of convertible preferred securities and warrants.6 Units were Benficially Owned before the reported Transaction. The Series E-2 Convertible Preferred Stock has no expiration date. Reflects the securities owned directly by Trimarc Capital Fund, L.P. (the "Fund") Oakum Bay Capital, LLC (the "Investment Manager") acts as the investment manager of the Fund. Oakum Bay Holdings, LLC ("OBH LLC") is the holding company of the investment manager. Oakum Bay Trimarc Partners, LLC (the "General Partner") is the general partner of the Fund. The General Partner is owned by OBH LLC and entities owned or controlled by Michael H. Trica. Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Investment Manager, OBH LLC, the General Partner and Messrs. Trica may each be deemed to indirectly beneficially own the shares of common stock held by the Fund. For pursposes of this Form 4, the Investment Manager, OBH LLC, the General Partner and Messrs. Trica each disclaims beneficial ownership of the shares of the securities of the issuer owned by the Fund, except to the extent of its or his pecuniary interest therein. Michael H. Trica 2014-05-13