Sec Form 4 Filing - 210/GSB Acquisition Partners, LLC @ GLOBALSCAPE INC - 2020-08-24

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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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1. Name and Address of Reporting Person
210/GSB Acquisition Partners, LLC
2. Issuer Name and Ticker or Trading Symbol
GLOBALSCAPE INC [ GSB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
8214 WESTCHESTER DRIVE, SUITE 950
3. Date of Earliest Transaction (MM/DD/YY)
08/24/2020
(Street)
DALLAS, TX75225
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/24/2020 G 61,507 D $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 )
Common Stock 08/24/2020 G 17,645 D $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 7 )
Common Stock 08/24/2020 G 32,972 D $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock 08/24/2020 G 268,900 D $ 0 3,000,000 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 8 )
Common Stock 08/28/2020 U 3,000,000 D $ 9.5 0 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 8 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock option (right to buy) $ 8.93 08/28/2020 D 300,000 ( 9 ) ( 9 ) Common Stock 300,000 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
210/GSB Acquisition Partners, LLC
8214 WESTCHESTER DRIVE
SUITE 950
DALLAS, TX75225
X
210 Capital, LLC
8214 WESTCHESTER DRIVE
SUITE 950
DALLAS, TX75225
X
COVENANT RHA PARTNERS, L.P.
8214 WESTCHESTER DRIVE
SUITE 650
DALLAS, TX75225
X
CCW/LAW Holdings, LLC
8214 WESTCHESTER DRIVE
SUITE 950
DALLAS, TX75225
X
Alpert Robert H
8214 WESTCHESTER DRIVE
SUITE 950
DALLAS, TX75225
X X Chief Executive Officer
RHA Investments, Inc.
8214 WESTCHESTER DRIVE
SUITE 950
DALLAS, TX75225
X
Webb C Clark
8214 WESTCHESTER DRIVE
SUITE 950
DALLAS, TX75225
X X
Signatures
210/GSB ACQUISITION PARTNERS, LLC, By: 210 Capital, LLC, Its: Sole Member, By: /s/ Robert H. Alpert, Name: Robert H. Alpert, Title: Authorized Signatory, By: /s/ C. Clark Webb, Name: C. Clark Webb, Title: Authorized Signatory 09/01/2020
Signature of Reporting Person Date
210 CAPITAL, LLC, By: /s/ Robert H. Alpert, Name: Robert H. Alpert, Title: President of the General Partner of a Member of 210 Capital, LLC, By: /s/ C. Clark Webb, Name: C. Clark Webb, Title: Sole Member of a Member of 210 Capital, LLC 09/01/2020
Signature of Reporting Person Date
COVENANT RHA PARTNERS, L.P., By: RHA Investments, Inc., Its: General Partner, By: /s/ Robert H. Alpert, Name: Robert H. Alpert, Title: President 09/01/2020
Signature of Reporting Person Date
CCW/LAW HOLDINGS, LLC, By: /s/ C. Clark Webb, Name: C. Clark Webb, Title: Sole Member 09/01/2020
Signature of Reporting Person Date
RHA INVESTMENTS, INC., By: /s/ Robert H. Alpert, Name: Robert H. Alpert, Title: President 09/01/2020
Signature of Reporting Person Date
ROBERT H. ALPERT, By: /s/ Robert H. Alpert 09/01/2020
Signature of Reporting Person Date
C. CLARK WEBB, By: /s/ C. Clark Webb 09/01/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is jointly filed by and on behalf of each of 210/GSB Acquisition Partners, LLC ("GSB Acquisition"), 210 Capital, LLC ("210 Capital"), Covenant RHA Partners, L.P. ("RHA Partners"), CCW/LAW Holdings, LLC ("CCW Holdings"), RHA Investments, Inc. ("RHA Investments"), C. Clark Webb and Robert H. Alpert. The direct beneficial owners of the securities covered by this statement are GSB Acquisition, Mr. Webb, Atlas Capital Management, L.P. ("ACM"), a limited partnership whose securities may be deemed to be beneficially owned by RHA Investments, as the general partner of ACM, and Mr. Alpert.
( 2 )210 Capital is the sole member of, and may be deemed to beneficially own securities owned by, GSB Acquisition. RHA Partners and CCW Holdings are the only members of, and may each be deemed to beneficially own securities owned by, 210 Capital. Mr. Webb is the sole member of, and may be deemed to beneficially own securities owned by, CCW Holdings. RHA Investments is the general partner of, and may be deemed to beneficially own securities owned by, RHA Partners. Mr. Alpert is the President and sole shareholder of, and may be deemed to beneficially own securities owned by, RHA Investments.
( 3 )The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
( 4 )The reporting persons were deemed to be members of a group with respect to GlobalSCAPE, Inc. (the "Issuer") or securities of the Issuer for purpos es of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
( 5 )Represents shares previously directly beneficially owned solely by Mr. Alpert.
( 6 )Represents shares previously directly beneficially owned solely by Mr. Webb.
( 7 )Represents shares previously directly beneficially owned by ACM and indirectly by RHA Investments and Mr. Alpert.
( 8 )Represents shares previously directly beneficially owned by GSB Acquisition, a ten percent owner of the Issuer, and indirectly by the other reporting persons.
( 9 )Outstanding stock options of the Issuer were cancelled and converted into the right to receive $9.50 per share in cash, without interest thereon and subject to any required tax withholding (the "Merger Consideration")(less the applicable exercise price) in accordance with the Merger Agreement. If the applicable exercise price per share under any such options was equal to or greater than the Merger Consideration, such options were canceled immediately without any payment or other consideration being made or owed in respect thereof.

Remarks:
This Form 4 reports securities disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 19, 2020, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on July 20, 2020, and by which the Issuer became a wholly-owned subsidiary of Help/Systems, LLC.

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