SEC Form 3 · accession 0000893739-17-000078
THESTREET, INC. · TST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
180 DEGREE CAPITAL CORP.
10% Owner
Period of report
Nov 10, 2017
Accepted (ET)
Nov 14, 2017 · 5:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001080056
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | holding | — | — | — | 4,636,363 | D | ||
| Common Stock, par value $0.01 per shareF2,F3 | holding | — | — | — | 3,500,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6,F4 | — | holding | — | — | — | — | — | Common Stock, par value $0.01 per share | 32,189 | — | I |
Explanation of responses
- F13,636,363 of these shares were purchased on November 10, 2017, in a private placement pursuant to a Securities Purchase Agreement between 180 Degree Capital Corp. ("180"), TheStreet SPV Series - a series of 180 Degree Capital Management, LLC ("TST SPV") and TheStreet, Inc. ("TST"). The remaining 1,000,000 shares were purchased by 180 in open market transactions through April to June 2017, prior to 180 becoming a Reporting Person.
- F2These shares were purchased on November 10, 2017, in a private placement pursuant to a Securities Purchase Agreement between 180, TST SPV and TST.
- F3Beneficially owned by TST SPV. 180 is the Investment Manager and Managing Member of TST SPV. 180 disclaims beneficial ownership of these shares.
- F4The RSUs will vest on the date of the 2018 annual meeting of stockholders, subject to continued service through the applicable vesting date.
- F5Granted to Kevin M. Rendino for service on TST's Board of Directors. Mr. Rendino entered into an assignment and assumption agreement with 180 that assigns all economic and beneficial interest in these securities to 180.
- F6Each restricted stock unit represents a contingent right to receive one share of Common Stock.