Sec Form 4 Filing - Lazarus Management Co LLC @ AUTHENTIDATE HOLDING CORP - 2015-12-15

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
Lazarus Management Co LLC
2. Issuer Name and Ticker or Trading Symbol
AUTHENTIDATE HOLDING CORP [ ADAT]
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)
3200 CHERRY CREEK SOUTH DRIVE, SUITE 670
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2015
(Street)
DENVER, CO80209
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 ( 1 ) 6,687,961 ( 1 ) I See Footnotes ( 3 ) ( 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
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 1,250,000 04/24/2015 10/25/2019 Common Stock 1,250,000 $ 0 0 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 1,250,000 12/15/2015 12/15/2022 Common Stock 1,250,000 $ 0 1,250,000 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 357,142 04/24/2015 10/25/2019 Common Stock 357,142 $ 0 0 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 357,142 12/15/2015 12/15/2022 Common Stock 357,142 $ 0 357,142 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 746,268 04/24/2015 10/25/2019 Common Stock 746,268 $ 0 0 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 746,268 12/15/2015 12/15/2022 Common Stock 746,268 $ 0 746,268 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 330,000 04/24/2015 10/25/2019 Common Stock 330,000 $ 0 0 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 330,000 12/15/2015 12/15/2022 Common Stock 330,000 $ 0 330,000 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 1,317,830 04/24/2015 10/25/2019 Common Stock 1,317,830 $ 0 0 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 1,317,830 12/15/2015 12/15/2022 Common Stock 1,317,830 $ 0 1,317,830 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 2,000,000 05/07/2015 10/25/2019 Common Stock 2,000,000 $ 0 0 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 2,000,000 12/15/2015 12/15/2022 Common Stock 2,000,000 $ 0 2,000,000 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 232,394 05/07/2015 10/25/2019 Common Stock 232,394 $ 0 0 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.25 12/15/2015 J( 2 ) 232,394 12/15/2015 12/15/2022 Common Stock 232,394 $ 0 232,394 I See Footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.3 12/15/2015 J( 5 ) 1,000,000 12/16/2016( 6 ) ( 6 ) Common Stock 1,000,000 $ 0 1,000,000 I See Footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lazarus Management Co LLC
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670
DENVER, CO80209
X
BORUS JUSTIN B
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670
DENVER, CO80209
X
LAZARUS INVESTMENT PARTNERS LLLP
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670
DENVER, CO80209
X
Lazarus Macro Micro Partners LLLP
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670
DENVER, CO80209
X
Signatures
Lazarus Management Company LLC By: /s/ Justin B. Borus, Manager 12/17/2015
Signature of Reporting Person Date
Lazarus Investment Partners LLLP By: Lazarus Management Company LLC, its general partner By: /s/ Justin B. Borus, Manager 12/17/2015
Signature of Reporting Person Date
Lazarus Macro Micro Partners LLLP By: Lazarus Management Company LLC, its general partner by: /s/ Justin B. Borus, Manager 12/17/2015
Signature of Reporting Person Date
/s/ Justin B. Borus 12/17/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 45,674 shares of common stock issued in lieu of cash dividends on shares of Series D preferred stock on June 30, 2015 for no consideration and at the Issuer's election. The transaction is exempt under Rule 16a-9(a) promulgated under the Securities Exchange Act of 1934.
( 2 )The reported transactions involve an amendment of the warrants to amend the expiration date, resulting in the deemed cancellation of the old warrant and the simultaneous issuance of the new warrant for purposes of Section 16.
( 3 )This form is filed jointly by Lazarus Management Company LLC ("Lazarus Management"), Justin B. Borus, Lazarus Investment Partners LLLP ("Lazarus Partners") and Lazarus Macro Micro Partners LLLP ("Macro Micro Partners" and together with Lazarus Partners, the "Funds"). The securities reported herein are owned directly by Lazarus Partners except for 7,500 shares of common stock owned directly by Macro Micro Partners. Lazarus Management is the investment adviser and general partner of the Funds and Mr. Borus is the manager of Lazarus Management.
( 4 )Each of Lazarus Management and Mr. Borus expressly disclaims beneficial ownership of the securities held by the Funds except to the extent of his or its pecuniary interest therein. Each of the Funds expressly disclaims beneficial ownership of the shares held by the other Fund. The filing of this Form 4 shall not be construed as an admission that either Lazarus Management or Mr. Borus, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, is the beneficial owner of any of the securities reported herein.
( 5 )Lazarus Partners was issued the warrant for no consideration in connection with a note exchange agreement pursuant to which it exchanged an existing promissory note for a new promissory note with a new interest rate and maturity date.
( 6 )The warrant expires on the 54-month anniversary of the initial exercise date. The initial exercise date is the first business day following the 12-month anniversary of the issue date, provided, in the event that the Issuer enters into a definitive agreement for the acquisition of all of the outstanding membership interests of Peachstate Health Management LLC (d/b/a AEON Clinical Laboratories) and consummates the initial closing as contemplated by the definitive agreement, then the initial exercise date of the warrant is the 3-year anniversary of the initial closing under the definitive agreement.

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