Sec Form 4 Filing - SALTZ MITCHELL A @ Nuvola, Inc. - 2015-12-31

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
SALTZ MITCHELL A
2. Issuer Name and Ticker or Trading Symbol
Nuvola, Inc. [ 0000]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
7333 EAST DOUBLETREE RANCH ROAD, SUITE D-250
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2015
(Street)
SCOTTSDALE, AZ85258
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 12/31/2015 J( 1 ) 23,325,854 A 23,335,854 I By Limited Partnership ( 2 )
Common Stock 12/31/2015 J( 3 ) 1,227,677 A 1,227,677 I By Limited Liability Company ( 4 )
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) $ 0.41 12/31/2015 J( 5 ) 2,087,050 ( 6 ) 04/14/2025 Common Stock 2,087,050 ( 5 ) 2,087,050 I By Limited Partnership ( 2 )
8% Convertible Promissory Note due 2017 $ 0.41 12/31/2015 J( 7 ) ( 8 ) 11/16/2017 Common Stock 487,804 ( 9 ) ( 7 ) $ 200,000 I By Limited Partnership ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SALTZ MITCHELL A
7333 EAST DOUBLETREE RANCH ROAD
SUITE D-250
SCOTTSDALE, AZ85258
X X
Signatures
/s/ Ronald L. Miller, Jr., attorney-in-fact 01/05/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for 19,000,000 units of membership interests in Modern Round, L.L.C. ("Modern Round") in connection with the merger of Nuvola Merger Sub, LLC, a wholly owned subsidiary of the Issuer, with and into Modern Round (the "Merger").
( 2 )The securities are held by Stockbridge Enterprises, L.P. ("Stockbridge Enterprises"), of which the reporting person controls the investment decisions. Stockbridge Enterprises is owned by a limited partnership in which the reporting person owns an indirect interest.
( 3 )Received in exchange for 1,000,000 units of membership interests in Modern Round in connection with the Merger.
( 4 )The securities are held by VSRA Holdings, L.L.C. ("VSRA"), of which the reporting person controls the investment decisions. VSRA is owned by a limited liability company in which the reporting person owns an indirect interest.
( 5 )Received in the Merger in exchange for an option to acquire 1,700,000 units of membership interests in Modern Round for $.50 per unit.
( 6 )The option is exercisable immediately.
( 7 )Converted in the Merger from an 8% convertible promissory note issued by Modern Round to Stockbridge in the principal amount of $200,000.00 (the "Note"), which was convertible into units of membership interests in Modern Round for $0.50 per unit.
( 8 )The Note is convertible at any time that any amount of principal and interest accrued thereon remain outstanding.
( 9 )Based on the conversion rate of $0.41 per share on the unpaid principal amount of the Note.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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