SEC Form 4 · accession 0001437749-17-001327
SALON MEDIA GROUP INC · SLNM.OB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William R Hambrecht
Director · 10% Owner
Period of report
Jan 26, 2017
Accepted (ET)
Jan 30, 2017 · 4:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001084332
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Mandatorily Convertible Voting Preferred StockF1,F2 | Jan 26, 2017 | A | 80,582 | $1.24 | A | 31,376,017 | I | Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On Nov. 14, 2016, Salon Media Group ("Salon") entered into a stock exchange agreement ("Exchange Agreement") with its Series C Preferred holders and with related parties, including William Hambrecht, who had made advances to Salon. Pursuant to the Exchange Agreement, the related parties agreed to exchange their advances for Common Stock, and Mr. Hambrecht, who had advanced $2,913,000, was to receive 29,130,000 shares of Common Stock (equal to the sum of his advances, divided by $0.10). However, Salon's authorized Common Stock was insufficient to satisfy issuance of all the Common Stock pursuant to the Exchange Agreement.
- F2Accordingly, Salon and Hambrecht amended the Exchange Agreement whereby Hambrecht agreed to receive 2,246,017 shares of Common Stock, and upon Initial Closing of the Private Placement completed on Jan. 26, 2017, he would receive 268,840 shares of Series A Mandatorily Convertible Preferred Stock ("Series A Pfd"). The shares of Series A Pfd issued to Hambrecht will convert into 26,884,000 shares of Common Stock upon increased authorization of Salon's Common Stock. After this conversion, Hambrecht will hold 58,260,017 shares of Common Stock.