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Filing Details

Accession Number:: 0001213900-17-006812
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-06-23 19:37:32
Reporting Period:: 2016-11-17

Filing Date:: 2017-06-23
Accepted Time:: 2017-06-23 19:37:32
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1023994	Sg Blocks Inc.	SGBX	Wholesale-Lumber & Other Construction Materials (5030)	954463937

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1536125	Hillair Capital Investments Lp	C/O Hillair Capital Management Llc 345 Lorton Avenue, Suite 303 Burlingame CA 94010	No	No	Yes	No
1642615	M Sean Mcavoy	C/O Hillair Capital Management Llc 345 Lorton Avenue, Suite 303 Burlingame CA 94010	Yes	No	Yes	No
1642616	Hillair Capital Management Llc	C/O Hillair Capital Management Llc 345 Lorton Avenue, Suite 303 Burlingame CA 94010	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2017-06-21	516,667	$0.00	525,139	No	4	C	Direct
Common Stock	Acquisiton	2017-06-21	1,117,480	$0.00	1,642,619	No	4	C	Direct
Common Stock	Disposition	2017-06-21	815,000	$0.00	827,619	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Senior Convertible Secured Debentures	Acquisiton	2016-11-17	250,000	$3.75	250,000	$3.75
Common Stock	Senior Convertible Secured Debentures	Disposition	2017-06-21	140,909	$3.75	140,909	$3.75
Common Stock	Senior Convertible Secured Debentures	Disposition	2017-06-21	375,758	$3.75	375,758	$3.75
Common Stock	Series A Convertible Preferred Stock	Disposition	2017-06-21	1,117,480	$0.00	1,117,480	$0.00
Common Stock	Stock Option (right to buy)	Acquisiton	2016-12-28	33,334	$0.00	33,334	$3.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
250,000		No	4	A	Direct
109,091		No	4	C	Direct
290,909		No	4	C	Direct
0		No	4	C	Direct
33,334	2026-10-31	No	4	A	Direct

Footnotes

In connection with the issuer's public offering of common stock, a portion of each of the June 2016 and November 2016 Senior Convertible Secured Debentures, as described herein, were converted into common stock at a conversion ratio of 3.75:1 in an aggregate amount of 516,667 shares.
The securities reported herein are owned directly by Hillair Capital Investments L.P., a Cayman Islands limited partnership ("Hillair Capital"), and indirectly by Hillair Capital Management LLC ("Hillair Management"), as the investment advisor of Hillair Capital, and Sean M. McAvoy, as the manager of Hillair Management. Hillair Management disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
The November 2016 Senior Convertible Secured Debenture became convertible on November 17, 2016 and expires on June 30, 2018, in the amount of $937,500 in principal amount plus any accrued and unpaid interest.
The number of underlying shares of common stock reported in Column 7 reflects a 3-for-1 reverse stock split of the issuer's common stock and preferred stock effected on February 28, 2017.
As previously reported by Hillair Capital, the June 2016 Senior Convertible Secured Debenture became convertible on June 30, 2016 and expires on June 30, 2018, in the amount of $2,500,000 in principal amount plus any accrued and unpaid interest.
As previously reported by Hillair Capital, the Series A Convertible Preferred Stock became convertible on June 30, 2016 and had a perpetual duration. In connection with the issuer's public offering of common stock, the Series A Convertible Preferred Stock converted into common stock at a conversion ratio of 1:1.
The options, issued pursuant to the issuer's Stock Option Plan, were transferred to Hillair Capital from Neal Kaufman and Sean McAvoy, current directors of the issuer (collectively, the "Transferors"), on December 28, 2016. Each of Messrs. Kaufman and McAvoy transferred 16,667 options to Hillair Capital.
Each of the options, originally reported by the Transferors on November 3, 2016, vests in equal installments of 4,167 underlying shares of common stock on the last day of each fiscal quarter following the date of original grant until the options are 100% vested.
On June 21, 2017, Hillair Capital transferred 815,000 shares to certain non-affiliate limited partners as a distribution in kind.