SEC Form 4 · accession 0001209191-19-011317
THESTREET, INC. · TST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Rendino
Director · 10% Owner
Period of report
Feb 14, 2019
Accepted (ET)
Feb 19, 2019 · 7:05 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 $.01 per shareF1,F2 | Feb 14, 2019 | M | 33,333 | $0.00 | A | 130,267 | D | |
| Common Stock, par value $.01 per shareF3,F4 | holding | — | — | — | 8,136,363 | 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 UnitsF1,F2,F5 | — | Feb 14, 2019 | M | 33,333 | D | — | — | Common Stock, par value $.01 per share | 33,333 | 0 | D |
Explanation of responses
- F1Represent restricted stock units ("RSUs") granted on May 18, 2018 which vested in full upon the sale of the Issuer's institutional business units to Euromoney Institutional Investor PLC.
- F2Each RSU represents a contingent right to receive one share of the issuer's Common Stock.
- F33,636,363 of these shares of Common Stock were purchased by 180 Degree Capital Corp. ("180") and 3,500,000 of these shares were purchased by TheStreet SPV Series-a series of 180 Degree Capital Management, LLC ("TST SPV") on November 10, 2017, in a private placement pursuant to a Securities Purchase Agreement between 180, TST SPV and TheStreet, Inc. ("TST"). The remaining 1,000,000 shares of Common Stock were purchased by 180 in open market transactions through April to June 2017, prior to Mr. Rendino becoming a Reporting Person.
- F44,636,363 of these shares of Common Stock are owned by 180. 3,500,000 of these shares of Common Stock are owned by TST SPV. 180 is the Managing Member and Investment Manager of TST SPV. Mr. Rendino is Chief Executive Officer and Portfolio Manager of 180 Degree Capital Corp. and has shared voting and dispositive control over the shares of TST owned by 180 and TST SPV. Mr. Rendino disclaims beneficial ownership of these shares.
- F5The RSUs will vest in full on the earlier of (i) May 18, 2019 or (ii) the date of the 2019 annual meeting of stockholders, subject to continued service through the applicable vesting date and are subject to acceleration or forfeiture under various circumstances.