X0304 4 2011-12-05 0 0001179090 Bonds.com Group, Inc. BDCG 0001365607 OAK INVESTMENT PARTNERS XII L P ONE GORHAK ISLAND WESTPORT CT 06880 0 0 1 0 Series C Convertible Preferred Stock 2011-12-05 4 J 0 8796 A Common Stock 21990000 8796 D Series D Convertible Preferred Stock 2011-12-05 4 J 0 4000 D Common Stock 60962818 0 D Series E Convertible Preferred Stock 2011-12-05 4 J 0 4267 A Common Stock 60957143 4267 D Series E-2 Convertible Preferred Stock 2011-12-05 4 P 0 1800 A Common Stock 25714286 1800 D Common Stock Warrants 0.07 2011-12-05 4 P 0 25714286 A 2016-12-05 Common Stock 25714286 25714286 D The reported securities were previously reported on Form 3, filed July 6, 2011 by the Reporting Persons, in Table I as Non-Derivative Securities Beneficially Owned because as of that date, the number of shares of common stock that the Series C Convertible Preferred Stock was convertible into was unknown and could not be determined within 60 days and were subject to material contingencies over which Oak has no control. For purposes of Section 16(b), the rights and obligations under the Series C Convertible Preferred Stock were fixed on July 1, 2011. (See footnote 2 for continuation.) On December 5, 2011, Oak, as assignee of Beacon Capital Strategies, Inc. ("Beacon") entered into Amendment No. 1 to the Agreement With Respect to Conversion (the "Amendment"), with the Issuer, which amended the Agreement With Respect to Conversion, dated as of February 2, 2011, by and among Beacon and the Issuer. The Amendment established that the shares of Series C Convertible Preferred Stock held by Oak Investment Partners XII, Limited Partnership ("Oak") are convertible into 21,990,000 shares of Common Stock (which includes 6,597,500 shares of Common Stock into which 2,639 shares of Series C Convertible Preferred Stock that are held in escrow are convertible). (See footnote 3 for continuation.) The application to FINRA for an indirect change of control of the Issuer related to Oak's ownership has been withdrawn, and the restrictions in the FINRA Letter Agreement, dated as of February 2011 between the Issuer and Oak, on the convertibility of the Series C Convertible Preferred Stock held by Oak ceased to apply. Therefore, the reported securities are now being reported in Table II as derivative securities. 8,796 shares of Series C Convertible Preferred Stock are convertible into 21,990,000 shares of Common Stock (which includes 6,597,500 shares of Common Stock into which 2,639 shares of Series C Convertible Preferred Stock that are held in escrow are convertible). The conversion rate is determined on an aggregate basis for all of the issued and outstanding shares of Series C Convertible Preferred Stock as of February 2, 2011 (i.e., 10,000 shares) and is determined by dividing (1) $2,500,000 by (2) the conversion price then in effect. The initial conversion price is $0.10 (subject to adjustment). The shares of Series C Convertible Preferred Stock are immediately convertible. In addition, the Series C 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 C Convertible Preferred Stock do not have an expiration date. As previously reported on Form 3, filed July 6, 2011 by the Reporting Persons, the Series C Convertible Preferred Stock were issued to 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 Convertible Preferred Stock. Upon the dissolution and liquidation of Beacon, Oak, as a stockholder of Beacon, received 8,796 shares of the Issuer's Series C Convertible Preferred Stock (which includes 2,639 shares that are held in escrow pursuant to the asset purchase agreement). Represents securities directly held by Oak. Oak Associates XII, LLC, as the general partner of Oak, may be deemed to beneficially own these securities. The reported securities were exchanged by Oak for 4,267 shares of Series E Convertible Preferred Stock, par value $0.0001 per share (the "Series E Convertible Preferred Stock"), of the Issuer (the "Share Exchange") upon the terms and subject to the conditions of an Exchange Agreement, dated as of December 5, 2011, by and among Oak, the Issuer and the other parties named therein (the "Share Exchange Agreement"). 4,000 shares of Series D Convertible Preferred Stock were initially convertible into 57,142,857 shares of Common Stock. The holders of shares of Series D Convertible 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 "Series D Accruing Dividend" or "Series D 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 Series D 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 60,962,818 shares of Common Stock gives effect to Series D Accrued Dividends for the period from February 2, 2011 through December 4, 2011. The Series D Convertible Preferred Stock were immediately convertible upon the Authorized Share Increase which occurred on July 1, 2011, as previously reported on Form 3, filed July 6, 2011 by the Reporting Person. In addition, the Series D Convertible Preferred Stock would have automatically converted 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. The reported securities were issued to Oak for the Series D Convertible Preferred Stock in the Share Exchange, see footnote (8), upon the terms and subject to the conditions of the Share Exchange Agreement. 4,267 shares of Series E Convertible Preferred Stock, par value $0.0001 per share, of the Issuer ("Series E Convertible Preferred Stock") are initially convertible into 60,957,143 shares of Common Stock. The holders of shares of Series E Convertible Preferred Stock are 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 Dividend" or "Series E 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 Series E 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 Series E Convertible Preferred Stock are immediately convertible. In addition, the Series E 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, (b) shares of Common Stock trade with a closing price of at least $1.00 (subject to certain adjustments for stock splits and the like) for a period of 180 consecutive trading days on average trading volume of not less than 250,000 (subject to certain adjustments for stock splits and the like) shares per day over the subject 180 trading day period, and (c) the Common Stock has an aggregate market value of at least $100,000,000 as of the last day of such 180 trading day period. The Series E Convertible Preferred Stock do not have an expiration date. The reported securities are included within 18 units of the Issuer purchased by Oak on December 5, 2011 for $100,000 per unit for an aggregate purchase price of $1,800,000. Each unit consists of warrants to purchase 1,428,571.429 shares of Common Stock and 100 shares of Series E-2 Convertible Preferred Stock, par value $0.0001 per share, of the Issuer ("Series E-2 Convertible Preferred Stock"). 1,800 shares of Series E-2 Convertible Preferred Stock are initially convertible into 25,714,286 shares of Common Stock. The holders of shares of Series E-2 Convertible Preferred Stock are entitled to receive dividends at the rate per annum of 8%, compounded annually, on each share of Series E-2 Preferred (subject to certain adjustments) (the "Series E-2 Accruing Dividend" or "Series E-2 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 Series E-2 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 Series E-2 Convertible Preferred Stock are immediately convertible. In addition, the Series E-2 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, (b) shares of Common Stock trade with a closing price of at least $1.00 (subject to certain adjustments for stock splits and the like) for a period of 180 consecutive trading days on average trading volume of not less than 250,000 (subject to certain adjustments for stock splits and the like) shares per day over the subject 180 trading day period, and (c) the Common Stock has an aggregate market value of at least $100,000,000 as of the last day of such 180 trading day period. The Series E-2 Convertible Preferred Stock do not have an expiration date. The warrants are immediately exercisable into Common Stock. 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. /s/Ann H. Lamont, as managing member of Oak Associates XII, LLC, the General Partner of Oak Investment Partner XII, Limited Partnership 2011-12-07 /s/Ann H. Lamont, as managing member of Oak Associates XII, LLC 2011-12-07