SEC Form 4 · accession 0001493152-18-016692
ICTV Brands Inc. · ICTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kelvin Claney
Officer — CEO and Director · Director · 10% Owner
Period of report
Nov 20, 2018
Accepted (ET)
Nov 23, 2018 · 9:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001076522
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Nov 20, 2018 | A | 450,000 | — | A | 9,508,536 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Purchase WarrantF5,F6,F4 | $0.05 | Nov 20, 2018 | A | 450,000 | A | Nov 20, 2018 | — | Common Stock | 450,000 | 450,000 | D |
| Convertible Secured Promissory NoteF7,F6 | — | Nov 20, 2018 | A | — | A | Nov 20, 2018 | — | Common Stock | — | — | D |
Explanation of responses
- F1On November 20, 2018, Kelvin Claney and Robin Jan Claney (together "Claney") loaned the Company $450,000 on the terms and conditions set forth in a one-year 10% Secured Convertible Promissory Note (the "Note"). As consideration for the loan, the Company issued to Claney (1) 450,000 shares of Common Stock; and (2) a Warrant to purchase up to 450,000 shares of Common Stock.
- F2Includes 633,333 shares as to which Mr. Claney holds exercisable options within 60 days. Includes 6,668,660 shares owned by The Better Blocks Trust, of which Mr. Claney is a joint trustee. Mr. Claney disclaims beneficial ownership of the shares and options owned or controlled by the The Better Blocks Trust beyond the extent of his pecuniary interest. Mr. Claney also holds 210,000 shares of Series A Preferred Stock.
- F3The securities referenced herein were issued jointly to Kelvin Claney and Robin Jan Claney. Robin Jan Claney is Kelvin Claney's spouse and is not a reporting person according to Section 16.
- F4The Common Stock Purchase Warrant does not have an expiration date.
- F5On November 20, 2018, Kelvin Claney and Robin Jan Claney (together "Claney") loaned the Company $450,000 on the terms and conditions set forth in a one-year 10% Secured Convertible Promissory Note (the "Note"). As consideration for the loan, the Company issued to Claney (1) 450,000 shares of Common Stock; and (2) a Warrant to purchase up to 450,000 shares of Common Stock.
- F6The securities referenced herein were issued jointly to Kelvin Claney and Robin Jan Claney. Robin Jan Claney is Kelvin Claney's spouse and is not a reporting person according to Section 16.
- F7At any time on or before the repayment in full of the Note, Claney has the option, in Claney's sole and absolute discretion, from time to time and at any time, to convert all or any portion of the principal amount of the Note into duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company at a per share conversion price equal to the average closing price of the Company's Common Stock over the ten trading days prior to November 20, 2018.