Initial Statement of Beneficial Ownership (3)
November 14 2019 - 7:46AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Underkoffler John |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2019
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3. Issuer Name and Ticker or Trading Symbol
GLOWPOINT, INC. [GLOW]
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(Last)
(First)
(Middle)
999 18TH STREET, SUITE 1350S |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Technology Officer / |
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(Street)
DENVER, CO 80202
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| 6.0% Series D Convertible Preferred Stock | (1) | (1) | common stock | 1024030.0 | (1) | D | |
| Explanation of Responses: |
| (1) | These shares of 6.0% Series D Convertible Preferred Stock (the "Preferred Stock") were issued to the reporting person in connection with the Agreement and Plan of Merger, dated September 12, 2019, by and among the Issuer, Oblong Industries, Inc. and Glowpoint Merger Sub II, Inc., a wholly-owned subsidiary of the Issuer, pursuant to which the Issuer acquired Oblong. The Preferred Stock was issued at an Accrued Value of $28.50 per share with a Conversion Price of $2.85 per share. As a result, each share of Preferred Stock is convertible into ten (10) shares of the Issuer's common stock, subject to and contingent upon the approval of the Issuer's stockholders and the NYSE American. The Preferred Stock has no expiration date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Underkoffler John
999 18TH STREET
SUITE 1350S
DENVER, CO 80202 |
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| Chief Technology Officer |
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Signatures
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| /s/ David C. Clark, Attorney-in-Fact for John Underkoffler | | 11/14/2019 |
| **Signature of Reporting Person | Date |
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