Sec Form 4 Filing - Tiburon Opportunity Fund, L.P. @ CACHET FINANCIAL SOLUTIONS, INC. - 2015-11-06

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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
Tiburon Opportunity Fund, L.P.
2. Issuer Name and Ticker or Trading Symbol
CACHET FINANCIAL SOLUTIONS, INC. [ CAFN]
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)
13313 POINT RICHMOND BEACH ROAD NW
3. Date of Earliest Transaction (MM/DD/YY)
11/06/2015
(Street)
GIG HARBOR, WA98332
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 11/06/2015 J( 4 ) 350,000 A $ 0.4816 2,798,317 I See footnote ( 1 )
Common stock 01/06/2016 J( 5 ) 385,000 A $ 0.329 3,183,317 I See footnote ( 1 )
Common stock 01/06/2016 J( 6 ) 68,117 A $ 0.329 3,251,434 I See footnote ( 1 )
Common stock 03/07/2016 J( 8 ) 250,000 A $ 0.329 3,501,434 I See footnote ( 1 )
Common stock 03/07/2016 J( 9 ) 250,000 A $ 0.329 3,751,434 I See footnote ( 1 )
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
Convertible preferred stock ( 3 ) ( 3 ) ( 3 ) Common stock ( 3 ) 2,500 ( 3 ) I See footnote ( 1 )
Warrant to purchase common stock ( 2 ) ( 2 ) ( 2 ) Common stock ( 2 ) 86,957 ( 2 ) I See footnote ( 1 )
Warrant to purchase common stock ( 3 ) ( 3 ) ( 3 ) Common stock ( 3 ) 571,038 ( 3 ) I See footnote ( 1 )
Warrant to purchase common stock $ 0.4816 11/06/2015 J( 4 ) 350,000 10/22/2014 10/22/2019 Common stock 350,000 $ 0 183,336 ( 4 ) I See footnote ( 1 )
Warrant to purchase common stock ( 5 ) 11/16/2015 J( 5 ) 385,000 11/16/2015 11/16/2020 Common stock 385,000 $ 0 385,000 ( 5 ) I See footnote ( 1 )
Warrant to purchase common stock ( 6 ) 11/24/2015 J( 6 ) 168,117 11/24/2015 11/24/2020 Common stock 168,117 $ 0 168,117 ( 6 ) I See footnote ( 1 )
Warrant to purchase common stock $ 0.329 01/06/2016 J( 5 ) 385,000 11/16/2015 11/16/2020 Common stock 385,000 $ 0 0 I See footnote ( 1 )
Warrant to purchase common stock $ 0.329 01/06/2016 J( 6 ) 68,117 11/24/2015 11/24/2020 Common stock 68,117 $ 0 100,000 I See footnote ( 1 )
Warrant to purchase common stock $ 0.329 01/06/2016 J( 7 ) 498,429 01/06/2016 01/06/2021 Common stock 498,429 $ 0 498,429 I See footnote ( 1 )
Warrant to purchase common stock $ 0.329 01/29/2016 J( 8 ) 250,000 01/29/2016 01/29/2021 Common stock 250,000 $ 0 250,000 I See footnote ( 1 )
Warrant to purchase common stock $ 0.329 02/28/2016 J( 9 ) 250,000 02/28/2016 02/28/2021 Common stock 250,000 $ 0 250,000 I See footnote ( 1 )
Warrant to purchase common stock $ 0.329 03/07/2016 J( 8 ) 250,000 01/29/2016 01/29/2021 Common stock 250,000 $ 0 0 I See footnote ( 1 )
Warrant to purchase common stock $ 0.329 03/07/2016 J( 9 ) 250,000 02/28/2016 02/28/2021 Common stock 250,000 $ 0 0 I See footnote ( 1 )
Warrant to purchase common stock $ 0.329 03/07/2016 J( 10 ) 250,000 03/07/2016 03/07/2021 Common stock 250,000 $ 0 250,000 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tiburon Opportunity Fund, L.P.
13313 POINT RICHMOND BEACH ROAD NW
GIG HARBOR, WA98332
X
Bortel Investment Management LLC
13313 POINT RICHMOND BEACH ROAD NW
GIG HARBOR, WA98332
X
Bortel Peter
13313 POINT RICHMOND BEACH ROAD NW
GIG HARBOR, WA98332
X
Signatures
/s/ Peter Bortel, as managing member of general partner of Tiburon Opportunity Fund, L.P. 03/11/2016
Signature of Reporting Person Date
/s/ Peter Bortel, as managing member of Bortel Investment Management LLC 03/11/2016
Signature of Reporting Person Date
/s/ Peter Bortel 03/11/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Tiburon Opportunity Fund, L.P. (the "Stockholder"), Bortel Investment Management LLC (the "General Partner"), and Peter Bortel are collectively referred to herein as the "Reporting Persons." The Stockholder directly owns the securities reported herein. The General Partner is the general partner of the Stockholder. Mr. Bortel is the managing member of the General Partner and controls the General Partner's activities. The General Partner and Mr. Bortel may be deemed to have beneficial ownership of the securities reported herein.
( 2 )On February 3, 2015, Stockholder was issued a warrant to purchase 86,957 shares of common stock ("Common Stock") of Cachet Financial Solutions, Inc. (the "Issuer") with an exercise price of $1.15 per share. The warrant was exercisable on February 3, 2015 and expires on February 3, 2020. Pursuant to an amendment to the warrant on June 3, 2015, the exercise price was reduced to $0.4816 per share. In January 2016, the exercise price per share of the warrant was further reduced by the Issuer to $0.329 per share pursuant to the terms of the warrant, as amended.
( 3 )On June 3, 2015, Stockholder effected a private purchase for $250,000 of 2,500 shares of convertible preferred stock (convertible into 555,556 shares of Common Stock at $0.45 per share at any time from June 3, 2015 until June 3, 2020) and a warrant to purchase 571,038 shares of Common Stock at an exercise price of $0.4816 per share. The warrant was exercisable on June 3, 2015 and expires on June 3, 2020. In January 2016, the exercise price per share of the warrant and the conversion price per share of the convertible preferred stock were reduced by the Issuer to $0.329 per share pursuant to the terms of the warrant and convertible preferred stock, as amended. In light of such reduction, the convertible preferred stock became convertible into 759,878 shares of Common Stock at $0.329 per share.
( 4 )On October 22, 2014, Stockholder was issued a warrant to purchase 533,336 shares of Common Stock with an exercise price of $2.00 per share. The warrant was exercisable on October 22, 2014 and expires on October 22, 2019. Pursuant to an amendment to the warrant on June 3, 2015, the exercise price was reduced to $0.4816 per share. On November 6, 2015, Stockholder partially exercised the warrant to purchase 350,000 shares of Common Stock at $0.4816 per share (an aggregate of $168,560). In January 2016, the exercise price per share of the remaining 183,336 shares of Common Stock underlying the warrant was further reduced by the Issuer to $0.329 per share pursuant to the terms of the warrant, as amended.
( 5 )On November 16, 2015, to replace exercised warrants, Stockholder was issued a warrant to purchase 385,000 shares of Common Stock with an exercise price of $0.4816 per share. The warrant was exercisable on November 16, 2015 and expires on November 16, 2020. Pursuant to an amendment to the warrant on January 5, 2016, the exercise price per share of the warrant was reduced by the Issuer to $0.329 per share. On January 6, 2016, Stockholder fully exercised the warrant to purchase 385,000 shares of Common Stock at $0.329 per share (an aggregate of $126,665).
( 6 )On November 24, 2015, Stockholder was issued a warrant to purchase 168,117 shares of Common Stock with an exercise price of $0.4816 per share. The warrant was exercisable on November 24, 2015 and expires on November 24, 2020. Pursuant to an amendment to the warrant on January 5, 2016, the exercise price per share of the warrant was reduced by the Issuer to $0.329 per share. On January 6, 2016, Stockholder partially exercised the warrant to purchase 68,117 shares of Common Stock at $0.329 per share (an aggregate of $22,410).
( 7 )On January 6, 2016, Stockholder was issued a warrant to purchase 498,429 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on January 6, 2016 and expires on January 6, 2021.
( 8 )On January 29, 2016, in connection with a loan by Stockholder to the Issuer, Stockholder was issued a warrant to purchase 250,000 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on January 29, 2016 and expires on January 29, 2021. On March 7, 2016, Stockholder fully exercised the warrant to purchase 250,000 shares of Common Stock at $0.329 per share (an aggregate of $82,250).
( 9 )On February 28, 2016, in connection with another loan by Stockholder to the Issuer, Stockholder was issued a warrant to purchase 250,000 shares of Common Stock with an exercise price of $0.329 per share. The warrant was e xercisable on February 28, 2016 and expires on February 28, 2021. On March 7, 2016, Stockholder fully exercised the warrant to purchase 250,000 shares of Common Stock at $0.329 per share (an aggregate of $82,250).
( 10 )On March 7, 2016, to replace exercised warrants, Stockholder was issued a warrant to purchase 250,000 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on March 7, 2016 and expires on March 7, 2021.

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