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Form 4 NUVEL HOLDINGS, INC. For: Dec 01 Filed by: Davenport Colleen M.

December 13, 2016 5:37 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Davenport Colleen M.
(Last) (First) (Middle)
C/O ORANGEHOOK, INC.
319 BARRY AVENUE SOUTH, SUITE 300
(Street)
WAYZATA MN 55391
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NUVEL HOLDINGS, INC. [ NUVL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series OH-1 Convertible Preferred Stock (1) (2) (3) 12/01/2016   A   781.97 (2) (3)     (2) (3)   (2) (3) Common Stock 16,667 $ 0 781.97 D  
Series OH-1 Stock Option (right to buy) $ 67.78 (4) 12/01/2016   A   3,127.79 (2) (3)     (2) (3) (5) 11/21/2026 Series OH-1 Convertible Preferred Stock 3,127.79 $ 0 3,127.79 D  
Explanation of Responses:
1. On 12-1-16, Nuvel Holdings, Inc. acquired OrangeHook, Inc., a Minnesota corporation, under an Agreement and Plan of Merger dated 7-1-16, as amended by Amendment No. 1 to Agreement and Plan of Merger dated 10-14-16 (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, outstanding shares of OrangeHook common stock, par value $.01 per share, and other outstanding securities convertible into OrangeHook common stock, were exchanged for a pro rata portion of 500,000 shares of a new series of preferred stock of Nuvel, par value $0.001 per share, titled "Series OH-1 Convertible Preferred Stock." The approximate exchange ratio was 4.6917384726 shares of Series OH-1 Convertible Preferred Stock for 100 shares of OrangeHook common stock.
2. The company expects to seek shareholder approval to effect a recapitalization in which it would complete a One-for-One Million Two Hundred Thousand (1-for-1,200,000) reverse split of the common stock of Nuvel (the "Reverse Stock Split"). Assuming the requisite shareholder approval is obtained, upon consummation of the Reverse Stock Split and without any action by the holders of Series OH-1 Convertible Preferred Stock, all outstanding shares of Series OH-1 Convertible Preferred Stock and other securities convertible into Series OH-1 Convertible Preferred Stock would convert into shares of fully paid and non-assessable Nuvel common stock (or other securities convertible into Nuvel common stock) at a conversion ratio equal to the quotient derived by dividing the number of outstanding shares of OrangeHook common stock and other outstanding securities convertible into OrangeHook common stock, in each case immediately prior to the merger, by 500,000 (continued)
3. (continuation) (or approximately 21.314061 shares of Nuvel common stock for each share of Series OH-1 Convertible Preferred Stock). The Reverse Stock Split would not impact the number of outstanding shares of Series OH-2 Convertible Preferred Stock or the conversion ratio applicable thereto.
4. Exercisable into shares of Series OH-1 Convertible Preferred Stock at a price of $67.78 per share prior to the Reverse Stock Split and into shares of common stock at an exercise price of $3.18 per share after the Reverse Stock Split.
5. 33,333 shares vest on each of November 21, 2017 and November 21, 2018.
/s/ Ryan C .Brauer as Attorney-in-Fact for Colleen M. Davenport-Adiyia pursuant to Power of Attorney previously filed. 12/13/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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