SEC Form 4 · accession 0001615774-15-003275
LOOKSMART LTD · LOOK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Onghai
Officer — President, CEO and Secretary · Director · 10% Owner
Period of report
Oct 27, 2015
Accepted (ET)
Nov 16, 2015 · 6:26 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001077866
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 27, 2015 | U | 307,270 | — | D | 0 | D | |
| Common StockF1 | Oct 27, 2015 | U | 2,815,776 | — | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Mr. Onghai may be deemed to share with Snowy August Management, LLC the power to vote or direct the vote of and to dispose or direct the disposition of the 2,815,776 shares of common stock beneficially owned by Snowy August Management, LLC as reported herein. Mr. Onghai may also be deemed to share the power to vote or direct the vote of and to dispose or direct the disposition of an additional 307,270 shares of common stock, as reported herein. In connection with the closing of the merger with Pyxis Tankers Inc and the spin-off, LookSmart Ltd consummated a 1 to .1512 reverse split, thereby reducing the number of its shares outstanding from 5,768,851 to 872,036. Each post-split share of LookSmart Ltd was cancelled and exchanged for the right to receive 1.0667 shares of Pyxis common stock. As a result, Mr. Onghai no longer own shares of LookSmart Ltd.