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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series C Preferred Stock (1) | (7) | 08/22/2016 | A | 23,264 | 08/22/2016 | (10) | Common Stock | (7) | (8) | 7 (7) | D | ||||
Series C Preferred Stock (1) | (7) | (7) | (10) | Common Stock | (7) | 9 (9) | D | ||||||||
Warrants (right to buy) | $ 3.51 | 10/24/2014 | 10/24/2019 | Common Stoock | 225,000 | 225,000 (3) | D | ||||||||
Warrants (right to buy) | $ 2.98 | 11/25/2014 | 11/25/2019 | Common Stock | 150,000 | 150,000 (4) | D | ||||||||
Warrants (right to buy) | $ 3.63 | 12/15/2014 | 12/15/2019 | Common Stock | 775,000 | 775,000 (5) | D | ||||||||
Warrants (right to buy) | $ 1.78 | 03/16/2015 | 03/16/2020 | Common Stock | 350,000 | 350,000 (6) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sillerman Investment Co III, LLC 902 BROADWAY, FL 11 NEW YORK, NY 10010 |
X | X |
SILLERMAN INVESTMENT COMPANY III LLC | 08/29/2016 | |
**Signature of Reporting Person | Date | |
/s/ Robert F.X. Sillerman | 08/29/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This transaction was exempt from the provisions of Section1 6(b) pursuant to Rule 16b-3 thereunder. |
(2) | The Reporting Person previously purchased 10,000 shares of the Issuer's Series C Preferred Stock at a price of $1,000 per share. 7,000 shares of Series C Preferred Stock were exchanged for 22,580,645 shares of the Issuer's common stock in a transaction exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 thereunder. |
(3) | Warrants previously acquired by the Reporting Person, exercisable at $3.51 per share. |
(4) | Warrants previously acquired by the Reporting Person, exercisable at $2.98 per share. |
(5) | Warrants previously acquired by the Reporting Person, exercisable at $3.63 per share. |
(6) | Warrants previously acquired by the Reporting Person, exercisable at 1.78 per share. |
(7) | Subject to existing Exchange Agreement, the Series C Preferred Shares are convertible into common shares, the number of which will be based on the pricing at the time of conversion. |
(8) | Debt held by SIC III was exchanged for shares of Series C Preferred Stock. |
(9) | The Reporting Person previously held 3,000 shares of Series C Preferred Stock. The Reporting Person continues to hold those shares, but the terms of those shares were changed, such that the shares are no longer convertible by their terms. However, the shares are subject to an Exchange Agreement. See footnote (7). |
(10) | The Series C Preferred Shares are exchangeable for common shares pursuant to a pre-existing exchange agreement. Any exchange is subject to certain conditions, but there is no expiration on the time at which such exchange may occur. |