Sec Form 4 Filing - Hartstein Philip @ FINJAN HOLDINGS, INC. - 2020-07-23

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
Hartstein Philip
2. Issuer Name and Ticker or Trading Symbol
FINJAN HOLDINGS, INC. [ FNJN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
C/O FINJAN HOLDINGS, INC., 2000 UNIVERSITYAVE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
07/23/2020
(Street)
EAST PALO ALTO, CA94303
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 07/23/2020 U( 1 ) 60,250 D $ 1.55 0 D
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) $ 1.2 07/24/2020 D( 2 ) 50,000 ( 2 ) 05/04/2026 Common Stock 50,000 $ 0.35 0 D
Restricted Stock Units $ 0 07/24/2020 D( 2 ) 200,000 ( 2 ) ( 2 ) Common Stock 200,000 $ 1.55 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hartstein Philip
C/O FINJAN HOLDINGS, INC.
2000 UNIVERSITYAVE, SUITE 600
EAST PALO ALTO, CA94303
President & CEO
Signatures
/s/ Philip Hartstein 07/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among Finjan Holdings, Inc., CFIP Goldfish Holdings LLC and CFIP Goldfish Merger Sub Inc., on June 24, 2020, CFIP Goldfish Merger Sub Inc. made an offer (the "Offer") to purchase each outstanding share of the Finjan Holdings, Inc.'s common stock for $1.55 per share, in cash, without interest and subject to applicable withholding. The shares shown on this line were tendered in the Offer.
( 2 )Disposed of as a result of the merger pursuant to the Merger Agreement. At the effective time of the merger as contemplated in the Merger Agreement, each outstanding stock option and restricted stock unit became fully vested and was canceled and converted into the right to receive the merger consideration of $1.55 in cash (or, in the case of options, $1.55 in cash per share less the per share exercise price). Any options held by the reporting person with exercise prices equal to or greater than $1.55 per share were cancelled without the payment of any consideration therefor. The disposition of such options is not reported.

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