SEC Form 4 · accession 0001209191-15-026347
TRISTAR WELLNESS SOLUTIONS, INC. · TWSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Barickman
Other
Period of report
Feb 5, 2013
Accepted (ET)
Mar 16, 2015 · 1:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001109153
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 5, 2013 | P$0 | 3,125,000 | — | A | 3,125,000 | I | NorthStar Consumer Products, LLC |
| Common StockF2 | Jul 11, 2013 | C | 1,250,000 | — | D | 1,875,000 | I | NorthStar Consumer Products, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Convertible Preferred StockF1,F3,F4 | — | Feb 5, 2013 | C | 125,000 | D | — | — | Common Stock | 3,125,000 | 0 | I |
| Series D Convertible Preferred StockF6,F3,F5 | — | Feb 12, 2013 | P | 375,000 | A | Feb 12, 2013 | — | Common Stock | 9,375,000 | 375,000 | I |
| Series D Convertible Preferred StockF2,F3,F5 | — | Jul 11, 2013 | C | 50,000 | A | Jul 11, 2013 | — | Common Stock | 1,250,000 | 425,000 | I |
| WarrantsF7 | $2.74 | Apr 30, 2013 | A | 50,000 | A | Apr 30, 2013 | Apr 1, 2019 | Common Stock | 50,000 | 50,000 | D |
| WarrantsF8 | $1.00 | Dec 31, 2013 | A | 550,000 | A | Dec 31, 2013 | Dec 31, 2018 | Common Stock | 550,000 | 550,000 | D |
| WarrantsF9 | $0.25 | Nov 14, 2014 | A | 5,000 | A | Nov 14, 2014 | Apr 30, 2019 | Common Stock | 5,000 | 5,000 | D |
| WarrantsF10 | $0.15 | Mar 3, 2015 | A | 120,000 | A | Mar 3, 2015 | Feb 28, 2020 | Common Stock | 120,000 | 120,000 | D |
Explanation of responses
- F1On February 5, 2013, NorthStar Consumer Products, LLC ("NCP"), submitted a Notice of Conversion to the Issuer for the conversion of 250,000 shares of the Issuer's Series D Convertible Preferred Stock into 6,250,000 shares of the Issuer's Common Stock. The Reporting Person is a 50% owner of NCP, and, as such, is deemed to have acquired 3,125,000 shares of the Issuer's Common Stock. The Series D Convertible Preferred Stock does not have a conversion price so the shares of Common Stock acquired did not have a purchase price.
- F10The Warrants were issued to the Reporting Person in lieu of receiving cash compensation in the amount of $120,000.
- F2On July 11, 2013, NCP and the Issuer entered into a Stock Exchange Agreement under which NCP exchanged 2,500,000 shares of the Issuer's Common Stock for 100,000 shares of the Issuer's Series D Convertible Preferred Stock. Since the Reporting Person is a 50% owner of NCP the Reporting Person is deemed to have exchanged 1,250,000 shares of the Issuer's Common Stock for 50,000 shares of Series D Convertible Preferred Stock.
- F3The Series D Convertible Preferred Stock does not have a conversion or exercise price.
- F4Not applicable.
- F5The Series D Convertible Preferred Stock does not have an expiration date.
- F6On February 12, 2013, the Issuer closed an Asset Purchase Agreement with NCP under which the Issuer acquired the Beaute de Maman product line from NCP in exchange for 750,000 shares of the Issuer's Series D Convertible Preferred Stock. The Reporting Person is a 50% owner of NCP and is, therefore, deemed to own 375,000 shares of the Series D Convertible Preferred Stock held by NCP.
- F7The Warrants were issued to the Reporting Person in lieu of receiving cash compensation in the amount of $137,000.
- F8The Warrants were issued to the Reporting Person in lieu of receiving cash compensation in the amount of $550,000.
- F9The Warrants were issued to the Reporting Person in lieu of extending terms on a note that had expired in the amount of $1,250.
Remarks
Former Chief Marketing Officer, Director and 10% Owner