Filing Details
- Accession Number:
- 0000921895-19-002402
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2019-09-12 16:46:31
- Reporting Period:
- 2019-09-10
- Accepted Time:
- 2019-09-12 16:46:31
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
707388 | Digirad Corp | DRAD | Electromedical & Electrotherapeutic Apparatus (3845) | 330145723 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1548312 | E. Jeffrey Eberwein | 1048 Industrial Court Suwanee GA 30024 | Yes | No | No | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
10% Series A Cumulative Perpetual Preferred Stock | Acquisiton | 2019-09-10 | 4,419 | $0.00 | 4,419 | No | 4 | J | Direct | |
10% Series A Cumulative Perpetual Preferred Stock | Acquisiton | 2019-09-10 | 91 | $0.00 | 91 | No | 4 | J | Indirect | By: Lone Star Value Investors GP, LLC |
10% Series A Cumulative Perpetual Preferred Stock | Acquisiton | 2019-09-10 | 8,932 | $0.00 | 8,932 | No | 4 | J | Indirect | By: Jeffrey E. Eberwein Revocable Trust |
10% Series A Cumulative Perpetual Preferred Stock | Acquisiton | 2019-09-10 | 218,986 | $0.00 | 227,918 | No | 4 | J | Indirect | By: Jeffrey E. Eberwein Revocable Trust |
10% Series A Cumulative Perpetual Preferred Stock | Acquisiton | 2019-09-10 | 964,498 | $0.00 | 964,498 | No | 4 | J | Indirect | By: Lone Star Value Co-Invest I LP |
10% Series A Cumulative Perpetual Preferred Stock | Acquisiton | 2019-09-10 | 300,000 | $10.00 | 300,000 | No | 4 | P | Indirect | By: Lone Star Value Investors, LP |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | J | Direct | |
No | 4 | J | Indirect | By: Lone Star Value Investors GP, LLC |
No | 4 | J | Indirect | By: Jeffrey E. Eberwein Revocable Trust |
No | 4 | J | Indirect | By: Jeffrey E. Eberwein Revocable Trust |
No | 4 | J | Indirect | By: Lone Star Value Co-Invest I LP |
No | 4 | P | Indirect | By: Lone Star Value Investors, LP |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
10% Series A Cumulative Perpetual Preferred Stock | Put Option (Obligation to Buy) | Disposition | 2019-09-10 | 100,000 | $0.00 | 100,000 | $10.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
100,000 | No | 4 | S | Direct |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Common Stock | 88,166 | Direct |
Footnotes
- Acquired pursuant to the closing of the transactions contemplated by the Agreement and Plan of Merger by and among ATRM Holdings, Inc. ("ATRM"), Digirad Acquisition Corporation and the Issuer, dated as of July 3, 2019 (the "Merger Agreement"), in exchange for common stock of ATRM. Each share of ATRM common stock converted into the right to receive three one-hundredths (0.03) of a share of 10.0% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of the Issuer ("10% Preferred Stock").
- Acquired pursuant to the Merger Agreement, in exchange for 10.00% Series B Cumulative Preferred Stock, par value $0.001 per share, of ATRM ("ATRM Preferred Stock"). Each share of ATRM Preferred Stock converted into the right to receive two and one-half (2.5) shares of 10% Preferred Stock.
- Shares of 10% Preferred Stock purchased from the Issuer by Lone Star Value Investors, LP ("Lone Star Value Investors") in a private placement which closed on September 10, 2019, at a purchase price of $10 per share.
- Securities owned directly by Lone Star Value Investors GP, LLC ("Lone Star Value GP"). Mr. Eberwein, solely by virtue of his position as the manager of Lone Star Value GP, may be deemed to beneficially own the shares owned directly by Lone Star Value GP. Mr. Eberwein expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- Securities held in the Jeffrey E. Eberwein Revocable Trust (the "Eberwein Trust"). Mr. Eberwein, as the trustee of the Eberwein Trust, may be deemed to beneficially own the securities held in the Eberwein Trust. Mr. Eberwein expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- Securities owned directly by Lone Star Value Co-Invest I, LP ("Lone Star Value Co-Invest"). Mr. Eberwein, solely by virtue of his position as the sole investor and sole owner of Lone Star Value Co-Invest and the manager of Lone Star Value GP, the general partner of Lone Star Value Co-Invest, may be deemed to beneficially own the securities owned by Lone Star Value Co-Invest. Mr. Eberwein expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- Securities owned directly by Lone Star Value Investors. Mr. Eberwein, solely by virtue of his position as the manager of Lone Star Value GP, the general partner of Lone Star Value Investors, and sole member of Lone Star Value Management, LLC, the investment manager of Lone Star Value Investors, may be deemed to beneficially own the securities owned by Lone Star Value Investors. Mr. Eberwein expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- Mr. Eberwein entered into an agreement with the Issuer, pursuant to which the Issuer has the right to require Mr. Eberwein to acquire up to 100,000 shares of 10% Preferred Stock at a price of $10 per share for aggregate proceeds of up to $1,000,000 at any time, in the Issuer's discretion, during the 12 months following the effective time of the Merger (as defined and described in the Merger Agreement).