X0203 3 2011-07-01 0 0001179090 Bonds.com Group, Inc. bdcg 0001365607 OAK INVESTMENT PARTNERS XII L P C/O OAK INVESTMENT PARTNERS 901 MAIN AVENUE, SUITE 600 NORWALK CT 06851 0 0 1 0 Series C Preferred Stock 8796 D Series D Convertible Preferred Stock Common Stock 59034921 D Common Stock Warrants 0.07 Common Stock 57142857 D The reported securities were issued to Beacon Capital Strategies, Inc. ("Beacon") in connection with an asset purchase agreement among Issuer, Beacon and Bonds MBS, Inc. entered into on February 2, 2011 whereby the Issuer purchased substantially all the assets of Beacon in exchange for, among other things, 10,000 shares of the Issuer's Series C Preferred Stock. Upon the dissolution and liquidation of Beacon, Oak Investment Partners XII, Limited Partnership ("Oak"), as a stockholder of Beacon, received 8,796 shares of the Issuer's Series C Preferred Stock (which includes 2,639 shares that are held in escrow pursuant to the asset purchase agreement). The shares of Series C Preferred Stock were not convertible (the "Conversion Restriction") into Common Stock until the Issuer's authorized shares of Common Stock were increased from 300,000,000 to at least 1,000,000,000 shares (the "Authorized Share Increase"). (See Footnote #2 for continuation.) The Authorized Share Increase was approved by the Issuer's stockholders on July 1, 2011. Upon the Authorized Share Increase, the Series C Preferred Stock may be converted into Common Stock based on the future performance of the Beacon business of the Issuer, with the number of shares issuable upon such conversion ranging from 0 shares to 100,000,000 shares in the aggregate for all shares of Series C Preferred Stock outstanding (87,960,000 shares of Common Stock for the 8,796 shares of Series C Preferred Stock owned by Oak). (See Footnote #3 for continuation.) In addition to the Conversion Restriction, the Issuer and Oak have agreed that the shares of Series C Preferred Stock directly or indirectly owned by Oak shall only convert into that number of shares of Common Stock such that its direct and indirect ownership of Common Stock after such conversion shall not exceed 24.99% of the Issuer's issued and outstanding equity capital until receipt of approval from FINRA for an indirect change in control of Bonds.com, Inc., a wholly owned subsidiary of the Issuer. As of the date hereof, the approval of FINRA has not been received. (See Footnote #4 for continuation.) The Series C Preferred Stock is mandatorily convertible into shares of the Issuer's Common Stock if and when (a) the Issuer's Common Stock is listed on a national securities exchange and trade with a closing price of at least 200% of the optional conversion price then in effect for a period of 180 consecutive trading days on average trading volume of not less than 250,000 shares per day over the subject 180-day trading period and (b) the Issuer's Common Stock has an aggregate market value of at least $40,000,000 as of the last day of such 180-trading day period. Because the number of shares of common stock that the Series C Preferred Stock is convertible into is unknown and may not be determined within 60 days and is subject to material contingencies over which Oak has no control, the Series C Preferred Stock is not deemed to be a derivative security at this time. The reported securities are included within 40 units of the Issuer purchased by Oak on February 2, 2011 for $100,000 per unit for an aggregate purchase price of $4,000,000. Each unit consists of warrants to purchase 1,428,571.429 shares of Common Stock and 100 shares of Series D Convertible Preferred Stock. Upon the Authorized Share Increase, the shares of Series D Convertible Preferred Stock are immediately convertible. On July 1, 2011, the Authorized Share Increase was approved by the Issuer's stockholders. In addition, the Series D Convertible Preferred Stock will automatically convert into shares of Common Stock of the Issuer if and when (a) shares of the Issuer are listed on a national securities exchange and trade with a closing price of at least 200% of the conversion price then in effect for a period of 180 consecutive trading days on average trading volume of not less than 250,000 shares per day over the subject 180-day trading period and (b) Common Stock of the Issuer has an aggregate market value of at least $40,000,000 as of the last day of such 180-trading day period. The Series D Convertible Preferred Stock do not have an expiration date. 4,000 shares of Series D Convertible Preferred Stock are initially convertible into 57,142,857 shares of Common Stock. The holders of shares of Series D Preferred Stock are entitled to receive dividends at the rate per annum of 8%, compounded annually, on each share of Series D Preferred (subject to certain adjustments) (the "Accruing Dividend" or "Accrued Dividend"). The conversion rate is determined by dividing (i) the sum of (x) the stated value applicable to such shares ($1000 subject to certain adjustments for stock splits and the like) and (y) all Accruing Dividends thereon that remain unpaid as of such date by (ii) the conversion price then in effect. The initial conversion price is $0.07 (subject to adjustment). The 59,034,921 shares of Common Stock gives effect to Accrued Dividends for the period from February 2, 2011 through July 1, 2011. The warrants became exercisable into Common Stock upon the Authorized Share Increase. The warrants are exercisable for a period of five years following the Authorized Share Increase. Represents securities directly owned by Oak. Oak Associates XII, LLC, as the general partner of Oak, may be deemed to beneficially own these securities. This Form 3 is being filed by Oak Investment Partners XII, Limited Partnership, a Delaware limited partnership ("Oak XII") and Oak Associates X, 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. /s/Ann H. Lamont, as managing member of Oak Associates XII, LLC, the General Partner of Oak Investment Partners XII, Limited Partnership 2011-07-05 /s/ Ann H. Lamont, as managing member of Oak Associates XII, LLC 2011-07-05