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| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Firepond, Inc. [ FPND.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
04/17/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/17/2008 | P | 17,500 | A | $0.6758 | 2,666,164 | D | |||
| Common Stock | 04/17/2008 | P | 868,942 | A | $0.3 | 3,535,106 | D | |||
| Common Stock | 04/25/2008 | J ( 1 ) ( 2 ) | 9,000 | A | ( 1 ) ( 2 ) | 3,544,106 | D | |||
| Common Stock | 04/25/2008 | J ( 3 ) ( 4 ) | 1,385,841 | A | $1.4 ( 3 ) ( 4 ) | 4,929,947 ( 5 ) ( 6 ) | D | |||
| Common Stock | 357,113 ( 7 ) | I | By NMPP, Inc. | |||||||
| Common Stock | 6,000,000 ( 8 ) ( 9 ) | I | By CWC Holdings, LLC | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Senior Secured Convertible Note | $7 | 04/25/2008 | J ( 10 ) | 40,000 | 01/24/2007 | 01/24/2009 | Common Stock | 40,000 | ( 10 ) | 108,714 | D | ||||
| Senior Secured Convertible Note | $7 | 04/25/2008 | J ( 10 ) | 40,000 | 04/25/2008 | 12/31/2009 | Common Stock | 40,000 | ( 10 ) | 148,714 | D | ||||
| Warrant to Purchase Common Stock | $7 | 04/25/2008 | J ( 11 ) | 60,714 | 01/24/2007 | 01/23/2012 | Common Stock | 60,714 | ( 11 ) | 88,000 | D | ||||
| Warrant to Purchase Common Stock | $7 | 04/25/2008 | J ( 11 ) | 60,714 | 04/28/2008 | 01/23/2014 | Common Stock | 60,714 | ( 11 ) | 148,714 | D | ||||
| Senior Secured Convertible Note | $7 | 04/25/2008 | J ( 12 ) | 48,000 | 01/24/2007 | 01/24/2009 | Common Stock | 48,000 | ( 12 ) | 100,714 | D | ||||
| Option | $1.4 | 04/25/2008 | J ( 13 ) | 357,143 | 04/25/2008 | 07/30/2008 | Common Stock | 357,143 | ( 13 ) | 457,857 | D | ||||
| Call Option (obligation to sell) | $1.4 | 04/25/2008 | S | 100,000 | 04/25/2008 ( 14 ) | 04/25/2013 | Common Stock | 100,000 | $0 | 457,857 | D | ||||
| Call Option (obligation to sell) | $1.4 | 04/25/2008 | S | 100,000 | 04/25/2008 ( 14 ) | 04/25/2013 | Common Stock | 100,000 | $0 | 457,857 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Firepond, Inc. (the "Issuer") entered into those certain Amendment and Exchange Agreements (the "Exchange Agreements"), by and among the Issuer and the Investors, defined therein, consisting of all the holders of the senior secured convertible notes due January 2009 (the "CAP Notes") and senior secured subordinated notes due May 2008 (the "Bridge Notes") of the Issuer, as more fully described in the Form 8-K filed by the Issuer on April 29, 2008. Pursuant to the terms of the Exchange Agreements, the CAP Notes and Bridge Notes were exchanged for senior secured convertible notes due December 2009 (the "Exchanged CAP Notes") and senior secured subordinated notes due July 2009 (the "Exchanged Bridge Notes"). |
| 2. Pursuant to the Exchange Agreements, in consideration for extending the maturity date of the Bridge Notes, the Issuer issued the holders of the Bridge Notes an aggregate of 180,000 shares of Common Stock to be distributed pro rata among all the Bridge Note holders. As a Bridge Note holder, FP Tech Holdings, LLC ("FP Tech") was issued 9,000 shares of Common Stock from the Issuer. |
| 3. On April 25, 2008, the 1,385,649 shares were acquired by FP Tech pursuant to a Common Stock Purchase Agreement (the "Stock Purchase Agreement") dated April 24, 2008, by and between FP Tech and the Issuer, entered into in connection with the Exchange Agreements, as more fully described in the Form 8-K filed by the Issuer on April 29, 2008. |
| 4. Pursuant to the terms of the Stock Purchase Agreement, FP Tech acquired shares of Common Stock from the Issuer as follows: (i) 1,071,429 shares of Common Stock at a price of $1.40 per share for an aggregate total of $1,500,000; (ii) 241,840 shares of Common Stock at a purchase price of $1.40 per share in exchange for the cancellation of certain senior secured convertible notes due January 2009 with an aggregate outstanding balance of $338,576; and (iii) 72,572 shares of Common Stock at a purchase price of $1.40 per share in exchange for the cancellation of the outstanding balance of $101,600.76 due under that certain Equipment Lease Agreement dated February 11, 2008, by and between the Issuer and FP Tech. |
| 5. The 4,929,947 shares are held by FP Tech. TechDev Holdings, LLC (f/k/a Plutus IP, LLC) ("TechDev") is the sole member of FP Tech, and Acclaim Financial Group, LLC ("AFG") is the sole member of TechDev. Accordingly, each of TechDev and AFG may be deemed to beneficially own all of the shares that are owned by FP Tech. Audrey Spangenberg is the sole manager of FP Tech and sole managing member of AFG and as such, may be deemed to beneficially own all of the shares that are owned by FP Tech. Erich Spangenberg is the sole manager of TechDev, the sole member of FP Tech, and as such, may be deemed to beneficially own all of the shares that are owned by FP Tech. |
| 6. Christian Spangenberg has an ownership interest in AFG and, therefore, may be deemed to beneficially own all of the shares that are owned by FP Tech. Christian does not possess voting or investment power with respect to these shares. Audrey Spangenberg, Erich Spangenberg, AFG, TechDev and Christian Spangenberg disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that any of Audrey Spangenberg, Erich Spangenberg, AFG, TechDev or Christian Spangenberg is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose. |
| 7. The shares are held directly by NMPP, Inc and have been reported previously on behalf of the Reporting Persons. Erich Spangenberg is the president, sole director and sole shareholder of NMPP, Inc. Mr. Spangenberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that Mr. Spangenberg is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose. |
| 8. The shares are held directly by CWC Holdings, Inc ("CWC") and were reported on that certain Form 3 filed by CWC on April 24, 2008. TechDev owns 90% of the membership interests in CWC, and AFG is the sole member of TechDev. Accordingly, each of TechDev and AFG may be deemed to beneficially own all of the shares that are owned by CWC. Audrey Spangenberg is sole managing member of AFG and as such, may be deemed to beneficially own all of the shares that are owned by CWC. Erich Spangenberg is the sole manager of CWC and as such, may be deemed to beneficially own all of the shares that are owned by CWC. Christian Spangenberg has an ownership interest in AFG and, therefore, may be deemed to beneficially own all of the shares that are owned by CWC. |
| 9. Christian does not possess voting or investment power with respect to these shares. Erich Spangenberg, Audrey Spangenberg, AFG, TechDev and Christian Spangenberg disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that any of Erich Spangenberg, Audrey Spangenberg, AFG, TechDev or Christian Spangenberg is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose. |
| 10. The Issuer entered into those certain Exchange Agreements, by and among the Issuer and the Investors, defined therein, consisting of all the holders of the CAP Notes and the Bridge Notes of the Issuer, as more fully described in the Form 8-K filed by the Issuer on April 29, 2008. Pursuant to the terms of the Exchange Agreements, the CAP Notes, Bridge Notes, and warrants to purchase common stock, to expire January 23, 2012 (the "Warrants"), were exchanged for the Exchanged CAP Notes, the Exchanged Bridge Notes, and warrants to purchase common stock, to expire January 23, 2014 (the "Exchanged Warrants"). Pursuant to the Exchange Agreements, the Issuer exchanged FP Tech's CAP Note, convertible into 40,000 shares of Common Stock, at a conversion price of $7.00, for an Exchanged CAP Note, convertible into 40,000 shares of Common Stock, at a conversion price of $7.00. |
| 11. The Issuer entered into those certain Exchange Agreements, by and among the Issuer and the Investors, defined therein, consisting of all the holders of the CAP Notes and the Bridge Notes of the Issuer, as more fully described in the Form 8-K filed by the Issuer on April 29, 2008. Pursuant to the terms of the Exchange Agreements, the CAP Notes, Bridge Notes, and the Warrants, were exchanged for the Exchanged CAP Notes, the Exchanged Bridge Notes, and the Exchanged Warrants. Pursuant to the Exchange Agreements, the Issuer exchanged FP Tech's Warrant to purchase 60,714 shares of Common Stock, at a conversion price of $7.00, for an Exchanged Warrant to purchase 60,714 shares of Common Stock, at a conversion price of $7.00. |
| 12. The Issuer entered into that certain Stock Purchase Agreement dated April 24, 2008, by and between FP Tech and the Issuer, entered into in connection with the Exchange Agreements. Pursuant to a Stock Purchase Agreement, on April 25, 2008, as more fully described in Footnote 2, FP Tech acquired 241,840 shares of Common Stock, at a purchase price of $1.40, in exchange for the cancellation of its senior secured convertible note due January 2009 in the aggregate outstanding amount of $338,576, convertible pursuant to its terms into 48,000 shares at a conversion price of $7.00. |
| 13. Pursuant to that certain Stock Purchase Agreement dated April 24, 2008, by and between FP Tech and the Issuer, the Issuer, on April 25, 2008, in exchange for consideration totaling $1,940,176.76, sold certain securities, more fully described in Footnote 3, and an option to purchase 357,143 shares of Common Stock on or before July 30, 2008 at an exercise price of $1.40, to FP Tech. |
| 14. The call options reported herein represent an obligation to sell and deliver shares of Common Stock in the event the options are exercised. The options are exerciseable as follows: (i) 25% of the shares covered by the option are exerciseable as of 4/25/2008; and (ii) the remaining 75% of the shares are exercisable in three equal installments every 90 days thereafter. |
| FP Tech Holdings, LLC By: /s/ Audrey Spangenberg, Title: Manager | 04/29/2008 | |
| Acclaim Financial Group, LLC By: /s/ Audrey Spangenberg, Title: Managing Member | 04/29/2008 | |
| Audrey Spangenberg, By: /s/ Audrey Spangenberg | 04/29/2008 | |
| Erich Spangenberg, By: /s/ Erich Spangenberg | 04/29/2008 | |
| Christian Spangenberg, By: Audrey Spangenberg, as parent on behalf of Christian Spangenberg | 04/29/2008 | |
| TechDev Holdings, LLC (f/k/a Plutus IP, LLC) By: /s/ Erich Spangenberg, Title: Manager | 04/29/2008 | |
| CWC Holdings, LLC By: /s/ Erich Spangenberg, Title: Manager | 04/29/2008 | |
| NNPP, Inc. By: /s/ Erich Spangenberg, Title: President | 04/29/2008 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||