X0305 4 2012-06-08 0 0001179090 Bonds.com Group, Inc. BDCG 0001365607 OAK INVESTMENT PARTNERS XII L P 901 MAIN AVENUE, SUITE 600 NORWALK CT 06851 0 0 1 0 SERIES E-2 CONVERTIBLE PREFERRED STOCK 2012-06-08 4 P 0 1200 A COMMON STOCK 17142858 1200 D COMMON STOCK WARRANTS 0.07 2012-06-08 4 P 0 17142858 A 2017-06-08 COMMON STOCK 17142858 17142858 D The reported securities are included within 12 units of the Issuer purchased by Oak Investment Partners XII, Limited Partnership ("Oak") on June 8, 2012 for $100,000 per unit for an aggregate purchase price of $1,200,000. 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"). 1,200 shares of Series E-2 Convertible Preferred Stock are initially convertible into 17,142,858 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. 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 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. Ann H. Lamont, as managing member of Oak Associates XII, LLC, the General Partner of Oak Investment Partner XII, Limited Partnership 2012-06-11 Ann H. Lamont, as managing member of Oak Associates XII, LLC 2012-06-11