4//SEC Filing
Dialogic Inc. 4
Accession 0001169553-12-000003
CIK 0001366649operating
Filed
Aug 9, 8:00 PM ET
Accepted
Aug 10, 5:41 PM ET
Size
11.4 KB
Accession
0001169553-12-000003
Insider Transaction Report
Form 4
Dialogic Inc.DLGC
TENNENBAUM CAPITAL PARTNERS LLC
10% Owner
Transactions
- Award
Common Stock Warrants (right to buy)
2012-08-08+12,715,100→ 18,000,000 total(indirect: Footnote)Exercise: $1.00From: 2012-08-08Exp: 2017-03-22→ Common Stock (12,715,100 underlying) - Award
Common Stock
2012-08-08$0.87/sh+3,400,429$2,958,373→ 37,499,950 total(indirect: Footnote) - Award
Common Stock
2012-08-08$1.00/sh+32,052,623$32,052,623→ 34,099,521 total(indirect: Footnote)
Footnotes (7)
- [F1]Upon Dialogic Inc. obtaining stockholder approval on August 8, 2012 of the issuance of Common Stock upon exercise of warrants and conversion of convertible notes, the notes issued to Special Value Opportunities Fund, LLC ("SVOF"), Special Value Expansion Fund, LLC ("SVEF") and Tennenbaum Opportunities Partners V, LP ("TOP V" and, together with SVOF and SVEF, the "Funds") were automatically converted into shares of Common Stock. The notes had a conversion price of $1.00 per share, provided that notes issued to the Funds in exchange for the cancellation of certain interest payments had a conversion price of $0.87 per share.
- [F2]SVOF is the registered holder of 13,239,108 shares of Common Stock, SVEF is the registered holder of 5,586,121 shares of Common Stock and TOP V is the registered holder of 18,674,721 shares of Common Stock.
- [F3]By reason of its position as Investment Manager to the Funds, the Reporting Person has the power of voting and disposition of the Common Stock held by the Funds.
- [F4]The warrants were originally issued to the Funds on March 22, 2012, however Dialogic Inc. was not obligated to issue any shares under the warrants that would result in the Funds owning in excess of 19.99% of Dialogic Inc.'s outstanding Common Stock without the approval of Dialogic Inc.'s stockholders. Upon obtaining stockholder approval on August 8, 2012, the warrants became exercisable for the full amount of 18,000,000 shares of Common Stock.
- [F5]The warrants were issued in connection with a debt restructuring. See Dialogic Inc.'s Current Report on Form 8-K filed on March 28, 2012.
- [F6]SVOF is the registered holder of Warrants to purchase 5,907,418 shares of Common Stock, SVEF is the registered holder of Warrants to purchase 2,492,582 shares of Common Stock and TOP V is the registered holder of Warrants to purchase 9,600,000 shares of Common Stock.
- [F7]By reason of its position as Investment Manager to the Funds, the Reporting Person has the power of voting and disposition of the Warrants held by the Funds.
Documents
Issuer
Dialogic Inc.
CIK 0001366649
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001366649
Filing Metadata
- Form type
- 4
- Filed
- Aug 9, 8:00 PM ET
- Accepted
- Aug 10, 5:41 PM ET
- Size
- 11.4 KB