Statement of Changes in Beneficial Ownership (4)
28 July 2020 - 2:07AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Mar-Spinola Julie |
2. Issuer Name and Ticker or Trading Symbol
FINJAN HOLDINGS, INC.
[
FNJN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CIPO |
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(Last)
(First)
(Middle)
C/O FINJAN HOLDINGS, INC., 2000 UNIVERSITYAVE, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/23/2020 |
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(Street)
EAST PALO ALTO, CA 94303
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 7/23/2020 | | U(1) | | 34159 | D | $1.55 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (right to buy) | $1.20 | 7/24/2020 | | D (2) | | | 100000 | (2) | 5/4/2026 | Common Stock | 100000 | $0.35 | 0 | D | |
| Explanation of Responses: |
| (1) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among Finjan Holdings, Inc., CFIP Goldfish Holdings LLC and CFIP Goldfish Merger Sub Inc., on June 24, 2020, CFIP Goldfish Merger Sub Inc. made an offer (the "Offer") to purchase each outstanding share of the Finjan Holdings, Inc.'s common stock for $1.55 per share, in cash, without interest and subject to applicable withholding. The shares shown on this line were tendered in the Offer. |
| (2) | Disposed of as a result of the merger pursuant to the Merger Agreement. At the effective time of the merger as contemplated in the Merger Agreement, (i) each outstanding stock option became fully vested and was canceled and converted into the right to receive the merger consideration of $1.55 in cash per share less the per share exercise price.Any options held by the reporting person with exercise prices equal to or greater than $1.55 per share were cancelled without the payment of any consideration therefor. The disposition of such options is not reported. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Mar-Spinola Julie
C/O FINJAN HOLDINGS, INC.
2000 UNIVERSITYAVE, SUITE 600
EAST PALO ALTO, CA 94303 |
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| CIPO |
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Signatures
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| /s/ Julie Mar-Spinola | | 7/27/2020 |
| **Signature of Reporting Person | Date |
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