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Filing Details

Accession Number:: 0001144204-10-046335
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-08-24 11:49:36
Reporting Period:: 2010-07-02

Filing Date:: 2010-08-24
Accepted Time:: 2010-08-24 11:49:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1058027	Steelcloud Inc	SCLD.PK	Electronic Computers (3571)	541890464

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1488879	Steven Snyder	20110 Ashbrook Place Suite 130 Ashburn VA 20147	Chief Financial Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2010-07-02	2,500,000	$0.10	0	No	4	S	Indirect	See Notes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Notes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Acquisiton	2010-07-02	90,000	$2.00	1,800,000	$0.10
Common Stock	Convertible Notes	Disposition	2010-07-02	450,000	$450,000.00	4,500,000	$0.10
Common Stock	Convertible Notes	Acquisiton	2010-07-02	570,000	$570,000.00	5,700,000	$0.10

Remaning Holdings	Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
90,000	2010-07-02	No	4	P	Indirect
0	2010-07-02	No	4	S	Indirect
0	2010-07-02	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	500,000	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Warrants	$0.15	2009-07-01	2013-07-01	625,000	625,000	Indirect
Common Stock	Warrants	$0.15	2010-03-31	2014-03-31	2,000,000	2,000,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2013-07-01	625,000	625,000	Indirect
2014-03-31	2,000,000	2,000,000	Indirect

Footnotes

The Reporting Person's indirect beneficial ownership of (a) the Issuer's common stock ("Common Stock"), (b) the Issuer's Series A Preferred Stock ("Preferred Stock"), (c) the convertible notes of the Issuer and (d) the warrants of the Issuer reported herein is the result of an investment he made in Caledonia Capital Corporation ("Caledonia") prior to his serving as the Issuer's Chief Financial Officer. Caledonia purchased these securities from the Issuer and holds them in its name; however, the Reporting Person has an indirect pecuniary interest in such securities and accordingly may be deemed to be the beneficial owner of such securities for Section 16 reporting purposes. As noted below, the Reporting Person disclaims beneficial ownership of such securities, except to the extent of his beneficial interest in Caledonia.
Caledonia was the legal and record owner of the 2,500,000 shares of Common Stock reported sold in Table 1 until July 2, 2010. On that date, Caledonia entered into an Exchange Agreement with the Issuer pursuant to which Caledonia exchanged 2,500,000 shares of Common Stock for 90,000 shares of Preferred Stock and $70,000 in convertible debt (included in the New Caledonia Note described in Note 4). A copy of the Exchange Agreement is attached to the Issuer's Current Report on Form 8-K dated July 9, 2010. Each share of Preferred Stock held by Caledonia is convertible into Common Stock at $0.10 per share (subject to customary adjustments for stock splits and similar events), with no expiration date. The Reporting Person disclaims beneficial ownership of the foregoing Common Stock and Preferred Stock, and the Common Stock issuable upon conversion of the Preferred Stock, except to the extent of his beneficial interest in Caledonia.
Of the 500,000 shares of Common Stock reported as owned directly by the Reporting Person, 233,333 shares remain subject to vesting at the rate of 33,333.33 shares per month, through the last day of February 2011.
Caledonia was the legal and record owner of two convertible promissory notes of the Issuer with an aggregate principal balance of $450,000 (the "Old Caledonia Notes") until July 2, 2010. On that date, the Issuer issued a new convertible promissory note in the principal amount of $570,000 (the "New Caledonia Note"), in satisfaction of the Old Caledonia Notes (representing $450,000 of such new principal balance), as payment of a note modification fee (representing $50,000 of such new principal balance) and as partial consideration for the exchange of Common Stock for Preferred Stock as described in Note 2 (representing the remaining $70,000 of such new principal balance). Copies of the definitive transaction agreements are attached to the Issuer's Current Report on Form 8-K dated July 9, 2010.
The New Caledonia Note is convertible into Common Stock at $0.10 per share (subject to customary adjustments for stock splits and similar events), with no expiration date. The Reporting Person disclaims beneficial ownership of the Old Caledonia Notes, the New Caledonia Note and the Common Stock issuable upon conversion of the New Caledonia Note, except to the extent of his beneficial interest in Caledonia.
Caledonia is the legal and record owner of 2,625,000 warrants of the Issuer in which the Reporting Person has an indirect pecuniary interest as described in Note 1. Such warrants are exercisable for 2,625,000 shares of Common Stock at $0.15 per share (subject to customary adjustments for stock splits and similar events). The Reporting Person disclaims beneficial ownership of such warrants and the Common Stock issuable upon conversion of such warrants, except to the extent of his beneficial interest in Caledonia.