Ace paragon holdings ltd - direct investment history in Critical path inc

Filed on 2006-12-21 by Ace Paragon Holdings Ltd SEC CIK 1318363 Form 4

Accession 0001104659-06-083263.txt Sec File: edgar/data/1318363/0001104659-06-083263-index.htm

2006-12-20 Ace Paragon Holdings Ltd (CIK 1318363) through Direct

Invested in Critical Path Inc bought 6416667 shares at $1.20 remaining shares owned 14754708

Series E Cumulative Redeemable Convertible Preferred Stock Critical Path Inc Cpth exercise date 2006-12-20 exercise price 1.5 has valueitem expiration due date 2008-07-09 underlying security shares 7329758 underlying security title Common Stock

f2 this form 4 is filed with respect to 6,416,667 shares of series e preferred purchased by ace paragon holdings limited from great affluent limited on december 20, 2006. the shares of series e preferred are convertible into the number of common stock of the issuer equal to the product of the number of shares of series e preferred being converted multiplied by the quotient of (i) the series e accreted value divided by (ii) $1.50 (subject to anti-dilution adjustments). series e accreted value means, with respect to each share of series e preferred, the sum of $1.50 plus all dividends that have accrued and compounded semi-annually. as of june 30, 2006, the most recent semi-annual dividend compounding date, the 6,416,667 shares of series e preferred were convertible into 7,329,758 shares of common stock.
f1 if at any date after july 9, 2007 the average closing price per share of common stock of the issuer ("common stock") for any 60 consecutive trading days is not less than 400% of the series e accreted value (described in note (2), below) then the issuer has the option to redeem within 40 days all outstanding series e cumulative redeemable convertible preferred stock of the issuer (the "series e preferred") for cash at a price per share equal to the series e accreted value plus all dividends accrued since the previous semi-annual compounding date. on july 9, 2008, all shares of series e preferred must automatically be redeemed for cash at a price per share equal to the series e accreted value plus all dividends accrued since the previous semi-annual compounding date.