SEC Form 4 · accession 0001615774-18-004264
THESTREET, INC. · TST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Rendino
Director · 10% Owner
Period of report
May 18, 2018
Accepted (ET)
May 22, 2018 · 9:30 pm EDT
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 | May 18, 2018 | M | 32,189 | $0.00 | A | 96,934 | 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 UnitsF5,F6 | — | May 18, 2018 | A | 33,333 | A | — | — | Common Stock, per value $.01 per share | 33,333 | 33,333 | D |
| Stock Option (right to purchase)F7,F8 | $1.80 | May 18, 2018 | A | 10,000 | A | — | — | Common Stock, per value $.01 per share | 10,000 | 10,000 | D |
| Restricted Stock UnitsF5,F1 | — | May 18, 2018 | M | 32,189 | D | — | — | Common Stock, per value $.01 per share | 32,189 | 0 | D |
Explanation of responses
- F1Represent RSUs granted on November 10, 2017 which vested in full on the date of the 2018 annual meeting of stockholders.
- F2Each RSU converted into one share of 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.
- F5Each restricted stock unit represents a contingent right to receive one share of Common Stock.
- F6The 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.
- F7The option 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.
- F8The options have a term of seven (7) years from the date of grant and are subject to acceleration or forfeiture under various circumstances.