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Filing Details

Accession Number:: 0001144204-11-030491
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-17 12:45:20
Reporting Period:: 2010-12-31

Filing Date:: 2011-05-17
Accepted Time:: 2011-05-17 12:45:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1045739	Etelos Inc.	ETLO	Services-Prepackaged Software (7372)	770407364

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1316907	P L Partners Growth Enable	1 Ferry Building Suite 255 San Francisco CA 94111	No	No	Yes	No
1343899	P L Partners Opportunity Enable	One Ferry Blvd Suite 255 San Francisco CA 94111	No	No	Yes	No
1383071	Enable Global Capital, Llc	One Ferry Building, Suite 255 San Francisco CA 94111	No	No	Yes	No
1383492	S Mitchell Levine	One Ferry Building, Suite 255 San Francisco CA 94111	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	Explanation
Common Stock, $0.01 Par Value Per Share	Acquisiton	2010-12-31	4,436,111	$0.25	8,137,001	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Common Stock Purchase Warrants	Disposition	2010-12-31	4,436,111	$0.00	4,436,111	$0.25
Common Stock	Series B Convertible Preferred Stock	Acquisiton	2010-12-31	13,665,780	$0.76	13,665,780	$0.76

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,250,000			No	4	O	Direct
13,665,780			No	4	J	Indirect

Footnotes

On December 31, 2010, pursuant to a Securities Exchange and Amendment Agreement (the "Exchange Agreement"), Etelos, Inc. ("Company"), Etelos IP Holding Company, a subsidiary of the Company, Enable Growth Partners, L.P., a Delaware limited partnership ("EGP"), Enable Opportunity Partners, L.P., a Delaware limited partnership ("EOP" and, together with EGP, the "Investors") and Pierce Diversified Strategy Master Fund, LLC, a Delaware limited liability company ("Pierce") agreed to certain transactions, including the exchange of debt securities of the Company in the aggregate principal amount of $10,200,697.83 held by the Investors into an aggregate of 13,665,780 shares of Series B Convertible Preferred Stock of the Company and the exercise by EGP of warrants to purchase 4,436,111 shares of Common Stock at an exercise price of $0.25. (continue on Footnote 10)
As of December 31, 2010, the Investors collectively held (i) 8,137,001 shares of Common Stock, (ii) warrants to purchase up to 2,250,000 shares of Common Stock at an exercise price of $0.01 which terminate on September 30, 2016 ("Warrants"), (iii) a 10% Senior Secured Convertible Debenture in the outstanding principal amount of $1,500,000, which is convertible into shares of Common Stock with a conversion rate of $0.50 ("Debenture") and (iv) 13,665,780 shares of Series B Convertible Preferred Stock which are convertible into shares of Common Stock with a conversion rate of (a) $0.25 with respect to the first $1,245,708.34 of Stated Value, (b) $0.50 with respect to the next $827,708.33 of Stated Value, (c) $1.35 with respect to the next $6,427,424.93 of Stated Value and (d) $0.75 with respect to the next $1,699,856.23 ("Preferred Stock"). (continue on footnote 3)
The Warrants, Debenture and Preferred Stock each contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise or conversion would result in beneficial ownership by the Investors of more than 4.99% of the outstanding Common Stock.
Enable Global Capital, LLC, a Delaware limited liability company ("EGC"), was formerly known as Enable Capital Management, LLC. EGC is the investment manager and general partner of the Investors. As general partner and investment manager of the Investors, EGC possesses voting and investment power over the securities held by the Investors as reported on this Form 4. Mitchell S. Levine is the Managing Member of EGC and has voting and investment power over the securities held by the Investors as reported in this Form 4. Thus, for the purposes of Reg. Section 240.13d-3, EGP, EOP, EGC and/or Mitchell S. Levine may be deemed to be beneficial owners of more than 10% of the shares. EOP disclaims beneficial ownership of the securities of the Company held by EGP, except to the extent of such person's pecuniary interest in EGP, if any. (continue on footnote 5)
EGP disclaims beneficial ownership of the securities of the Company held by EOP, except to the extent of such person's pecuniary interest in EOP, if any. Each of EGC and Mitchell S. Levine disclaims beneficial ownership of the securities of the Company held by the Investors except to the extent of such person's pecuniary interest in the Investors, if any. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.
The shares of Series B Convertible Preferred Stock were acquired via an exchange offer by the Company.
The exercised warrants were comprised of 7 different warrants which had different dates for initial exercise and expiration.
Immediately
N/A
The aggregate exercise price on the warrants paid by EGP was $1,109,027.75. The securities of the Company that are registered in the name of Pierce are beneficially owned by EGP.