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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 | ||||||||
Warrants (right to buy) (12) | $ 1.78 | 03/16/2015 | A | 350,000 | (2) | (2) | Common Stock | 350,000 | (2) | 350,000 | I | See footnote (1) | |||
Series C Convertible Preferred Stock (12) | $ 4 | 03/16/2015 | A | 7,000 | (3) | (3) | Common Stock | 7,000 | $ 1,000 (3) | 10,000 | I | See footnote (1) | |||
Warrants (right to buy) | $ 3.51 | 10/24/2014 | 10/24/2019 | Common Stock | 225,000 | 225,000 (4) | I | See footnote (1) | |||||||
Warrants (right to buy) | $ 2.98 | 11/25/2014 | 11/25/2019 | Common Stock | 150,000 | 150,000 (5) | I | See footnote (1) | |||||||
Warrants (right to buy) | $ 3.63 | 12/15/2014 | 12/15/2019 | Common Stock | 775,000 | 775,000 (6) | I | See footnote (1) | |||||||
Warrants (right to buy) | $ 80 | 03/11/2013 | 03/11/2018 | Common Stock | 125,000 | 125,000 (7) | D | ||||||||
Warrants (right to buy) | $ 55.2 | 09/16/2013 | 09/16/2018 | Common Stock | 62,500 | 62,500 (8) | I | See footnote (8) | |||||||
Warrants (right to buy) | $ 80 | (9) | (9) | Common Stock | 175,563 | 175,563 (9) | I | See footnote (9) | |||||||
Restricted Stock Unit | (10) | (10) | (10) | Common Stock | 6,250 | 6,250 (10) | D | ||||||||
Restricted Stock Unit | (11) | (11) | (11) | Common Stock | 155,090 | 155,090 (11) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SILLERMAN ROBERT F X C/O VIGGLE INC. 902 BROADWAY, 11TH FLOOR NEW YORK, NY 10010 |
X | X | Chairman and CEO |
/s/ Robert F.X. Sillerman | 03/18/2015 | |
**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) | Held by Sillerman Investment Company III LLC (?SIC III?), of which the Reporting Person is the manager and sole member |
(2) | Warrants to purchase 350,000 shares of common stock, par value $0.001 per share of the Issuer at an exercise price of $1.78 per share issued to SIC III in connection with SIC III?s purchase of 7,000 shares of Series C Convertible Preferred Stock. The warrants will expire five years after issuance. |
(3) | SIC III purchased 7,000 shares of the Issuer?s Series C Convertible Preferred Stock at a price of $1,000 per share. Each share has a stated value of $1,000, and is convertible into common stock at a conversion price of $4 per share. Therefore, the 7,000 shares of Series C Convertible Preferred Stock are convertible into 1,750,000 shares of the Issuer?s common stock. Such shares are convertible upon issuance and for a period of five years thereafter |
(4) | Warrants previously acquired by SIC III, exercisable at $3.51 per share. |
(5) | Warrants previously acquired by SIC III, exercisable at $2.98 per share. |
(6) | Warrants previously acquired by SIC III, exercisable at $3.63 per share. |
(7) | Warrants previously acquired by the Reporting Person, exercisable at $80.00 per share. |
(8) | Warrants previously acquired by Sillerman Investment Company II, LLC (?SIC II?), of which the Reporting Person is the manager and sole member, exercisable at $55.20 per share. |
(9) | Warrants previously acquired by SIC II, of which the Reporting Person is the manager and sole member, exercisable at $80.00 per share. |
(10) | Restricted stock units in respect of 6,250 shares of Common Stock granted pursuant to the Company?s 2011 Executive Incentive Plan. These restricted stock units will vest on February 24, 2016 |
(11) | Restricted stock units in respect of 155,090 shares of Common Stock granted pursuant to the Company?s 2011 Executive Incentive Plan. These restricted stock units will vest as to 31,018 shares on each of May 1, 2015, May 1, 2016, May 1, 2017, May 1, 2018 and May 1, 2019. |
(12) | Acquired in a transaction exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 thereunder. |