SEC Form 4 · accession 0001493152-18-016721
ICTV Brands Inc. · ICTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Jarvis
Director
Period of report
Nov 20, 2018
Accepted (ET)
Nov 26, 2018 · 5:06 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 | Nov 20, 2018 | A | 100,000 | — | A | 646,999 | 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 WarrantF4,F3 | $0.05 | Nov 20, 2018 | A | 100,000 | A | Nov 20, 2018 | — | Common Stock | 100,000 | 100,000 | D |
| Convertible Secured Promissory NoteF5 | — | Nov 20, 2018 | A | — | A | Nov 20, 2018 | — | Common Stock | — | — | D |
Explanation of responses
- F1On November 20, 2018, Mr. Jarvis loaned the Company $100,000 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 Mr. Jarvis (1) 100,000 shares of Common Stock; and (2) a Warrant to purchase up to 100,000 shares of Common Stock.
- F2Includes 191,667 shares as to which Mr. Jarvis holds exercisable options within 60 days.
- F3The Common Stock Purchase Warrant does not have an expiration date.
- F4On November 20, 2018, Mr. Jarvis loaned the Company $100,000 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 Mr. Jarvis (1) 100,000 shares of Common Stock; and (2) a Warrant to purchase up to 100,000 shares of Common Stock.
- F5At any time on or before the repayment in full of the Note, Mr. Jarvis has the option, in his 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.