Riess Robert F. - 4 filing on 2016-12-13

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^*

Riess Robert F.

(Last)

(First)

(Middle)

C/O ORANGEHOOK, INC.

319 BARRY AVENUE SOUTH, SUITE 300

(Street)

WAYZATA

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO & CMO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series OH-1 Convertible Preferred Stock	⁽¹⁾⁽²⁾⁽³⁾	12/01/2016		A		6,417.22⁽²⁾⁽³⁾		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	136,777	$0	6,417.22	D
Series OH-2 Convertible Preferred Stock	⁽⁴⁾	12/01/2016		A		130⁽²⁾⁽³⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	18,590	$0	130	D
Series OH-1 Purchase Warrant	$149.2⁽¹⁾⁽²⁾⁽³⁾	12/01/2016		A		335.46⁽²⁾⁽³⁾		⁽²⁾⁽³⁾⁽⁶⁾	10/16/2021	Series OH-1 Convertible Preferred Stock	335.46	$0	335.46	D
Series OH-1 Purchase Warrant	$149.2⁽¹⁾⁽²⁾⁽³⁾	12/01/2016		A		100.64⁽²⁾⁽³⁾		⁽²⁾⁽³⁾⁽⁶⁾	03/01/2023	Series OH-1 Convertible Preferred Stock	100.64	$0	100.64	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. In accordance with the terms of the Merger Agreement, each share of OrangeHook preferred stock was exchanged for one share of a new series of preferred stock of Nuvel, par value $0.001 per share, titled "Series OH-2 Convertible Preferred Stock." Each share of Series OH-2 Convertible Preferred Stock is convertible at any time into 143 shares of common stock at the election of the holder.

5. Each share of Series OH-2 Convertible Preferred Stock is convertible at any time at the election of the holder into 143 shares of Nuvel common stock and does not have an expiration date.

6. Fully exercisable.

Remarks:

	/s/ Ryan C .Brauer as Attorney-in-Fact for Robert F. Riess pursuant to Power of Attorney previously filed.	12/13/2016
	** Signature of Reporting Person	Date
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