Filing Details

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Schedule 13D

 

 

 

 

 

Schedule 13D

 

 

 

 

Schedule 13D

 

 

 

 

Schedule 13D

 

 

 

 

 

Schedule 13D

 

 

 

 

 

Schedule 13D

 

 

 

 

 

Schedule 13D

 

 

 

 

 

 Schedule 13D

 

 

The class of equity security to which this statement on Schedule 13D relates is the common stock, par value $0.0001 per share (the “Common Stock”) of Finjan Holdings, Inc. (the “Issuer”), a Delaware corporation. The address of the principal executive offices of the Issuer is 2000 University Avenue, Suite 600, East Palo Alto, CA 94303.

 

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

 

 

 

 

 

 

 

 

 

(b) The business address or address of the principal office, as applicable, of the Reporting Persons is:

 

477 Madison Avenue

8th Floor

New York, NY  10022

 

(c) Each of the Reporting Persons is engaged in the business of investing.  HLDR, through investment management and/or other governance agreements, has voting and investment power over the securities held by certain accounts (the “Accounts”).  HLDR Management is the general partner of HLDR.  Halcyon Management is the sole member of HLDR Management.  Halcyon Partners is the sole member of Halcyon Management.  Halcyon Partners GP is the sole member of Halcyon Partners.  John Bader is the Chief Executive Officer of HLDR, HLDR Management, Halcyon Management, Halcyon Partners and Halcyon Partners GP.   Jason Dillow is the Chief Investment Officer of HLDR.

(d) and (e) During the past five years, none of the Reporting Persons nor any of the Accounts has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as follows:

 

 

 

 

 

  

 

 

 

 

The aggregate purchase price (inclusive of commissions for Common Stock purchases) of the securities of the Issuer reported herein was approximately $6,841,948.38. The securities of the Issuer reported herein were purchased with the working capital of the Accounts.

 

 

The Reporting Persons acquired the securities of the Issuer reported herein for investment purposes in the belief that the securities of the Issuer were undervalued and represented an attractive investment opportunity.

 

John Greene, an employee of an affiliate of HLDR, serves as an observer to the Board of Directors (the “Board”) of the Issuer.  Mr. Greene had been a passive Board observer prior to the Board meeting on March 7, 2018.  However, at such meeting, Mr. Greene expressed his views regarding the Issuer’s business operations, deployment of capital and strategic direction.

 

Going forward, the Reporting Persons may have conversations with members of the Issuer’s management team and members of the Issuer’s Board regarding multiple topics, including, but not limited to, corporate governance and the composition of the Board, including potentially seeking a Board seat, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. The Reporting Persons may engage in communications with one or more officers, members of the Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuer’s business and certain initiatives, which could include one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer, engage in any hedging or similar transactions with respect to the Issuer’s securities, or may determine to sell or otherwise dispose of all or some of the Issuer’s securities in the open market, in privately negotiated transactions, in transactions directly with the Issuer or otherwise, in each case, as applicable. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.

 

 

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.

 

Set forth below are the securities of the Issuer directly held, as of the date hereof, by Accounts.

 

 

 

The warrant to purchase 2,355,506 shares of Common Stock (the “Warrant”) held directly by Soryn HLDR Vehicle II LLC is exercisable at a strike price equal to $3.18 per share of Common Stock, and was exercisable starting on the three month anniversary of the Warrant’s June 19, 2017 issuance date and will expire on June 19, 2020.  The number of shares issuable upon exercise of the Warrant was originally 2,000,000 but has increased since the Warrant was issued as a result of certain anti-dilution adjustments pursuant to the Warrant.

 

The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Warrant, which is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference.

 

HLDR, through investment management and/or other governance agreements, has voting and investment power over the securities held by the Accounts.  As a result, and by virtue of their relationship with HLDR, each of HLDR Management, Halcyon Management, Halcyon Partners, Halcyon Partners GP, Mr. Bader and Mr. Dillow may be deemed to exercise voting and investment power over the securities of the Issuer directly held by the Accounts.

 

(c) Except as disclosed in Exhibit 99.3, there have been no transactions in securities of the Issuer during the 60 days prior to the date hereof by any of the Reporting Persons. Exhibit 99.3 is incorporated herein by reference.

 

(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. The limited partners of (or investors in) each of the Accounts have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer held for the accounts of their respective Accounts in accordance with their respective limited partnership interests (or investment percentages) in their respective Accounts.

 

(e) Not applicable.

 

 

The disclosure regarding the Warrant in Item 5 is incorporated herein by reference.

 

The Form of Warrant is incorporated by reference as Exhibit 99.2 hereto and is incorporated by reference herein.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated as of March 19, 2018

 

Halcyon Long Duration Recoveries Management LP
By:			/s/ Suzanne McDermott
Name:			Suzanne McDermott
Title:			Chief Legal Officer, Chief Compliance Officer, Managing Principal
HLDR Management GP LLC
By:			/s/ Suzanne McDermott
Name:			Suzanne McDermott
Title:			Chief Legal Officer, Chief Compliance Officer, Managing Principal
Halcyon Management Holdings GP LLC
By:			/s/ Suzanne McDermott
Name:			Suzanne McDermott
Title:			Chief Legal Officer, Chief Compliance Officer, Managing Principal
Halcyon Management Partners LP
By:			/s/ Suzanne McDermott
Name:			Suzanne McDermott
Title:			Chief Legal Officer, Chief Compliance Officer, Managing Principal
Halcyon Management Partners GP LLC
By:			/s/ Suzanne McDermott
Name:			Suzanne McDermott
Title:			Chief Legal Officer, Chief Compliance Officer, Managing Principal
John Bader
By:			/s/ John Bader
Jason Dillow
By:			/s/ Jason Dillow

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of Finjan Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

EXECUTED as of this 19th day of March, 2018.

 

 

 

 

Exhibit 99.3

 

TRANSACTIONS

 

The following table sets forth all transactions by the Reporting Persons (on behalf of Accounts) with respect to shares of Common Stock effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on March 16, 2018. Except as otherwise noted below, all such transactions were purchases of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.