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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 | ||||||||
Option | $ 0.8 | 04/25/2016 | A | 525,000 (5) | (5) | 04/25/2026 | Common Stock | 525,000 (5) | (5) | 525,000 (5) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Brauser Michael C/O 4041-T HADLEY ROAD S. PLAINSFIELD, NJ 07080 |
CO-CHAIR, BOARD OF DIRECTORS |
/s/ Michael Brauser | 04/27/2016 | |
**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) | Represents a restricted stock award (the "Restricted Stock Award") under the Issuer's 2016 Equity Incentive Plan. The Restricted Stock Award vests as follows: 50% vested on the grant date of April 25, 2016, and 50% will vest upon the occurrence of a Qualified Acquisition, as defined in the Restricted Stock Award. |
(2) | Represents (i) the Restricted Stock Award, (ii) 100 shares of common stock held by Michael Brauser, (iii) 235,786 shares of common stock held by Michael Brauser and his wife as tenants by entirety, and (iv) a restricted stock award of 400,000 shares granted pursuant to the 2014 Equity Incentive Plan, which vest at a rate of 1/24 award shares per month beginning September 30, 2015, or upon a Qualified Transaction, as defined in the award. |
(3) | Represents 125,000 shares of common stock held by the Betsey & Michael Brauser Charitable Foundation, of which Michael Brauser is Chairman and over whose securities he holds voting and dispositive power. |
(4) | Represents 146,684 shares of common stock held by Grander Holdings, Inc. 401K, of which Michael Brauser is Trustee and over whose securities he holds voting and dispositive power. |
(5) | Represents an option award under the Issuer's 2016 Equity Incentive Plan. The options vest as follows: 50% vested on the grant date of April 25, 2016, and 50% vest upon the occurrence of a Qualified Acquisition, as defined in the award. |