Sec Form 4 Filing - COGUT CRAIG M @ CREATIVE REALITIES, INC. - 2015-02-18

Insider filing report for Changes in Beneficial Ownership
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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
COGUT CRAIG M
2. Issuer Name and Ticker or Trading Symbol
CREATIVE REALITIES, INC. [ CREX]
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)
C/O PEGASUS CAPITAL ADVISORS, L.P., 99 RIVER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2015
(Street)
COS COB, CT06807
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 28,570,934 I See footnotes ( 1 ) ( 2 ) ( 3 )
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
Series A 6% Convertible Preferred Stock $ 0.4 ( 4 ) 02/18/2015 P 175,000 02/18/2015 ( 5 ) Common Stock 437,500 $ 1 675,000 I See footnotes ( 1 ) ( 2 )
Common Stock Warrant (right to buy) $ 0.5 ( 6 ) 02/18/2015 P 218,750 02/18/2015 02/18/2020 Common Stock 218,750 ( 7 ) 218,750 I See footnotes ( 1 ) ( 2 )
Subordinated Secured Promissory Note $ 0.75 ( 8 ) 05/20/2015 P 05/20/2015 05/20/2016 Series A 6% Convertible Preferred Stock 581,250 $ 465,000 $ 465,000 I See footnotes ( 1 ) ( 2 )
Common Stock Warrant (right to buy) $ 0.31 05/20/2015 P 762,295 05/20/2015 05/20/2020 Common Stock 762,295 ( 9 ) 762,295 I See footnotes ( 1 ) ( 2 )
Common Stock Warrant (right to buy) $ 0.3 06/23/2015 P 935,351 06/23/2015 06/23/2020 Common Stock 935,351 ( 10 ) 935,351 I See footnotes ( 1 ) ( 2 )
Common Stock Warrant (right to buy) $ 0.28 12/22/2015 P 1,750,000 12/22/2015 12/22/2020 Common Stock 1,750,000 ( 11 ) 1,750,000 I See footnotes ( 1 ) ( 2 )
Secured Convertible Promissory Note $ 0.28 06/13/2016 P 06/13/2016 04/15/2017 Common Stock 892,857 $ 250,000 $ 250,000 I See footnotes ( 1 ) ( 2 )
Common Stock Warrant (right to buy) $ 0.28 06/13/2016 P 446,429 06/13/2016 06/13/2021 Common Stock 446,429 ( 12 ) 446,429 I See footnotes ( 1 ) ( 2 )
Common Stock Warrant (right to buy) $ 0.28 08/17/2016 P 5,882,352 08/17/2016 08/17/2021 Common Stock 5,882,352 ( 13 ) 5,882,352 I See footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COGUT CRAIG M
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
COS COB, CT06807
X
PEGASUS CAPITAL LLC
C/O PEGASUS CAITAL ADVISORS, L.P.
99 RIVER ROAD
COS COB, CT06807
X
Pegasus Investors IV GP, LLC
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
COS COB, CT06807
X
Pegasus Investors IV, L.P.
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
COS COB, CT06807
X
PEGASUS PARTNERS IV (AIV), L.P.
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
COS COB, CT06807
X
PEGASUS PARTNERS IV LP
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
COS COB, CT06807
X
PP IV BSH, LLC
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
COS COB, CT06807
X
Signatures
CRAIG M. COGUT /s/ Craig M. Cogut 01/13/2017
Signature of Reporting Person Date
PEGASUS CAPITAL, L.L.C. /s/ Craig Cogut, President & Managing Member 01/13/2017
Signature of Reporting Person Date
PEGASUS INVESTORS IV GP, L.L.C. /s/ Daniel Stencel, CFO & Treasurer 01/13/2017
Signature of Reporting Person Date
PEGASUS INVESTORS IV, L.P. by Pegagus Investors IV GP, L.L.C., its general partner /s/ Daniel Stencel, CFO & Treasurer 01/13/2017
Signature of Reporting Person Date
PEGASUS PARTNERS IV (AIV), L.P.By: Pegasus Investors IV, L.P., its general partner, By Pegasus Investors IV GP, L.L.C., its general partner /s/ Daniel Stencel, CFO & Treasurer 01/13/2017
Signature of Reporting Person Date
PEGASUS PARTNERS IV, L.P., By Pegagus Investors IV, L.P. its general partner, By: Pegasus Investors IV, GP, L.L.C., its general partner, /s/ Daniel Stencel, CFO & Treasurer 01/13/2017
Signature of Reporting Person Date
PP IV BSH, LLC /s/ Daniel Stencel, Treasurer 01/13/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All securities acquired and included in this report were acquired by Slipstream Communications, LLC ("Slipstream Communications"). BCOM Holdings, LP ("BCOM Holdings") is the managing member of Slipstream Communications. BCOM GP LLC ("BCOM GP") is the general partner of BCOM Holdings. Business Services Holdings, LLC ("Business Services Holdings") is the sole member of BCOM GP. Each of PP IV BSH, LLC ("PP IV BSH"), Pegasus Partners IV (AIV), L.P. ("Pegasus Partners (AIV)") and Pegasus Investors IV, L.P. ("Pegasus Investors") are the members of Business Services Holdings. Pegasus Partners IV, L.P. ("Pegasus Partners") is the sole member of PP IV BSH. Pegasus Investors is the general partner of each of Pegasus Partners (AIV) and Pegasus Partners, and Pegasus Investors IV GP, L.L.C. ("Pegasus Investors GP") is the general partner of Pegasus Investors. Pegasus Investors GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital").
( 2 )Pegasus Capital may be deemed to be directly or indirectly controlled by Mr. Craig Cogut. Slipstream Communications, BCOM Holdings, BCOM GP and Business Services Holdings are filing a separate Form 4 to report the transactions reported herein.Each of Slipstream Communications, BCOM Holdings, BCOM GP, Business Services Holdings, PP IV BSH, Pegasus Partners (AIV), Pegasus Partners, Pegasus Investors, Pegasus Investors GP, Pegasus Capital and Mr. Cogut disclaims beneficial ownership of any of the issuer's securities as to which this report relates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the foregoing entities or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purposes.
( 3 )All shares of Common Stock included as beneficially owned in Table I of this report are held indirectly by Slipstream Funding, LLC ("Slipstream Funding"). Slipstream Communications is the sole member of Slipstream Funding.
( 4 )As of the date of this report, the conversion price at which the Series A 6% Convertible Preferred Stock may be converted into Common Stock is $0.255.
( 5 )No expiration date.
( 6 )As of the date of this report, the exercise price at which the warrant may be exercised for the purchase of Common Stock is $0.36.
( 7 )The warrant was issued for no additional consideration in connection with the offer and sale of Series A 6% Convertible Preferred Stock on the same date.
( 8 )The conversion price reflected in the table is the effective conversion price under the promissory note, after giving effect to a 25% conversion premium contained in the promissory note.
( 9 )The warrant was issued for no additional consideration in connection with the offer and sale of the Subordinated Secured Promissory Note on the same date.
( 10 )The warrant was issued for no additional consideration in connection with the conversion of an earlier promissory note into a longer-term debt obligation of the issuer.
( 11 )The warrant was issued in consideration of Slipstream Communication furnishing collateral security for debt obligations of the issuer.
( 12 )The warrant was issued for no additional consideration in connection with the offer and sale of the Secured Convertible Promissory Note on the same date.
( 13 )The warrant was issued for no additional consideration in connection with the offer and sale of a secured term promissory note on the same date.

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