SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Tiburon Opportunity Fund, L.P.

(Last)

(First)

(Middle)

13313 POINT RICHMOND BEACH ROAD NW

(Street)

GIG HARBOR

98332

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/06/2016

3. Issuer Name and Ticker or Trading Symbol
CACHET FINANCIAL SOLUTIONS, INC. [ CAFN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	3,251,434	I	See footnote.⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant to purchase common stock	⁽⁴⁾⁽⁵⁾	10/22/2019	Common stock	183,336⁽⁴⁾⁽⁵⁾	$0.329⁽⁴⁾⁽⁵⁾	I	See footnote.⁽¹⁾⁽²⁾⁽³⁾
Warrant to purchase common stock	⁽⁶⁾	02/03/2020	Common stock	86,957⁽⁶⁾	$0.329⁽⁶⁾	I	See footnote.⁽¹⁾⁽²⁾⁽³⁾
Convertible preferred stock	⁽⁷⁾⁽⁸⁾⁽⁹⁾	06/03/2020	Common stock	759,878⁽⁷⁾⁽⁸⁾⁽⁹⁾	$0.329⁽⁷⁾⁽⁸⁾⁽⁹⁾	I	See footnote.⁽¹⁾⁽²⁾⁽³⁾
Warrant to purchase common stock	⁽⁷⁾⁽⁸⁾⁽⁹⁾	06/03/2020	Common stock	571,038⁽⁷⁾⁽⁸⁾⁽⁹⁾	$0.329⁽⁷⁾⁽⁸⁾⁽⁹⁾	I	See footnote.⁽¹⁾⁽²⁾⁽³⁾
Warrant to purchase common stock	⁽¹⁰⁾	11/24/2020	Common stock	100,000⁽¹⁰⁾	$0.329⁽¹⁰⁾	I	See footnote.⁽¹⁾⁽²⁾⁽³⁾
Warrant to purchase common stock	⁽¹¹⁾	01/06/2021	Common stock	498,429⁽¹¹⁾	$0.329⁽¹¹⁾	I	See footnote.⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Tiburon Opportunity Fund, L.P.

(Last)

(First)

(Middle)

13313 POINT RICHMOND BEACH ROAD NW

(Street)

GIG HARBOR

98332

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bortel Investment Management LLC

(Last)

(First)

(Middle)

13313 POINT RICHMOND BEACH ROAD NW

(Street)

GIG HARBOR

98332

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bortel Peter

(Last)

(First)

(Middle)

13313 POINT RICHMOND BEACH ROAD NW

(Street)

GIG HARBOR

98332

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Tiburon Opportunity Fund, L.P. (the "Stockholder"), Bortel Investment Management LLC (the "General Partner"), and Peter Bortel are collectively referred to herein as the "Reporting Persons." The Stockholder directly owns the securities reported herein. The General Partner is the general partner of the Stockholder. Mr. Bortel is the managing member of the General Partner and controls the General Partner's activities. The General Partner and Mr. Bortel may be deemed to have beneficial ownership of the securities reported herein. The Reporting Persons became a 10% or greater beneficial owner of Cachet Financial Solutions, Inc. (the "Issuer") on January 6, 2015.(FOOTNOTE CONTINUED BELOW)

2. (CONTINUED FROM NOTE 1 ABOVE)On January 6, 2016, the Reporting Persons became the beneficial owner of 3,849,863 shares of common stock ("Common Stock") of the Issuer (consisting of 3,251,434 shares of Common Stock and 598,429 shares of Common Stock underlying unexercised warrants (issued on November 24, 2015 and January 6, 2016) that are not subject to blocker provisions) representing 10.72% of the 35,305,536 shares of Common Stock which were issued and outstanding of the Issuer as of January 6, 2016 (as confirmed by the transfer agent of the Issuer) plus the 598,429 shares of Common Stock underlying the unexercised warrants that are not subject to blocker provisions.(FOOTNOTE CONTINUED BELOW)

3. (CONTINUED FROM NOTE 2 ABOVE) The shares of Common Stock beneficially owned by Reporting Persons do not include Common Stock underlying warrants or preferred stock which contain blocker provisions to the extent that the Common Stock issuable upon the exercise of the warrants or conversion of preferred stock would result in the beneficial ownership of the Reporting Persons above 9.99% of the outstanding shares of Common Stock of the Issuer.

4. On October 22, 2014, Stockholder was issued a warrant to purchase 533,336 shares of Common Stock with an exercise price of $2.00 per share. The warrant was exercisable on October 22, 2014; provided, however, the exercise of such warrant is limited by a blocker provision, which provides that the warrant is not exercisable to the extent that Common Stock issuable upon the exercise of the warrant would result in a beneficial ownership of the reporting person above 9.99% of the issuer's outstanding shares of Common Stock. The warrant expires on October 22, 2019.(FOOTNOTE CONTINUED BELOW)

5. (CONTINUED FROM NOTE 4 ABOVE) The warrant contained anti-dilution adjustment provisions providing for the reduction of the exercise price of the warrant under certain circumstances, which were amended on June 3, 2015 to provide for "full ratchet" anti-dilution protections automatically reducing the exercise price of the warrant. Pursuant to the anti-dilution adjustment provisions of the warrant, the exercise price was reduced to $0.4816 per share on June 3, 2015. On November 6, 2015, Stockholder partially exercised the warrant to purchase 350,000 shares of Common Stock at $0.4816 per share (an aggregate of $168,560). In January 2016, pursuant to the "full ratchet" anti-dilution protection provisions of the warrant, the exercise price per share of the remaining 183,336 shares of Common Stock underlying the warrant was automatically reduced by the Issuer to $0.329 per share.

6. On February 3, 2015, Stockholder was issued a warrant to purchase 86,957 shares of Common Stock with an exercise price of $1.15 per share. The warrant was exercisable on February 3, 2015; provided, however, the exercise of such warrant is limited by a blocker provision, which provides that the warrant is not exercisable to the extent that Common Stock issuable upon the exercise of the warrant would result in a beneficial ownership of the reporting person above 9.99% of the issuer's outstanding shares of Common Stock. The warrant expires on February 3, 2020. Pursuant to an amendment to the warrant dated June 3, 2015 providing for "full ratchet" anti-dilution protection provisions automatically reducing the exercise price of the warrant, the exercise price was reduced to $0.4816 per share. In January 2016, pursuant to the "full ratchet" anti-dilution protection provisions of the warrant, the exercise price per share of the warrant was automatically reduced to $0.329 per share.

7. On June 3, 2015, Stockholder effected a private purchase for $250,000 of 2,500 shares of convertible preferred stock (convertible into 555,556 shares of Common Stock at $0.45 per share) and a warrant to purchase 571,038 shares of Common Stock at an exercise price of $0.4816 per share. The preferred stock was convertible on June 3, 2015; provided, however, the conversion of such preferred stock is limited by a blocker provision, which provides that the preferred stock is not convertible to the extent that Common Stock issuable upon the conversion of the preferred stock would result in a beneficial ownership of the reporting person above 9.99% of the issuer's outstanding shares of Common Stock. The convertibility of the preferred stock expires on June 3, 2020.(FOOTNOTE CONTINUED BELOW)

8. (CONTINUED FROM NOTE 7 ABOVE) The warrant was exercisable on June 3, 2015; provided, however, the exercise of such warrant is limited by a blocker provision, which provides that the warrant is not exercisable to the extent that Common Stock issuable upon the exercise of the warrant would result in a beneficial ownership of the reporting person above 9.99% of the issuer's outstanding shares of Common Stock. The warrant expires on June 3, 2020. The warrant and the preferred stock contain "full ratchet" anti-dilution protections automatically reducing the exercise price and conversion price, as applicable.(FOOTNOTE CONTINUED BELOW)

9. (CONTINUED FROM NOTE 8 ABOVE)In January 2016, pursuant to the "full ratchet" anti-dilution protection provisions of the warrant and the preferred stock, the exercise price per share of the warrant and the conversion price per share of the convertible preferred stock were automatically reduced to $0.329. In light of such reduction, the convertible preferred stock became convertible into 759,878 shares of Common Stock at $0.329 per share.

10. On November 24, 2015, Stockholder was issued a warrant to purchase 168,117 shares of Common Stock with an exercise price of $0.4816 per share. The warrant was exercisable on November 24, 2015 and expires on November 24, 2020. This warrant is not subject to a blocker provision nor does this warrant contain "full ratchet" anti-dilution protections that automatically reduce the exercise price of the warrant. Pursuant to an amendment to the warrant on January 5, 2016, the exercise price per share of the warrant was reduced by the Issuer to $0.329 per share. On January 6, 2016, Stockholder partially exercised the warrant to purchase 68,117 shares of Common Stock at $0.329 per share (an aggregate of $22,410).

11. On January 6, 2016, Stockholder was issued a warrant to purchase 498,429 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on January 6, 2016 and expires on January 6, 2021. This warrant is not subject to a blocker provision nor does this warrant contain "full ratchet" anti-dilution protections that automatically reduce the exercise price of the warrant.

	/s/ Peter Bortel, as managing member of general partner of Tiburon Opportunity Fund, L.P.	04/08/2016
	/s/ Peter Bortel, as managing member of Bortel Investment Management LLC	04/08/2016
	/s/ Peter Bortel	04/08/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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