SEC Form 4 · accession 0000950142-15-002545
Cineverse Corp. · CNVS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Scott M Stuart
10% Owner · Other
Edward A Gilhuly
10% Owner · Other
SAGEVIEW CAPITAL LP
Director · 10% Owner · Other
Laura Nisonger Sims
Director · Other
Period of report
Nov 30, 2015
Accepted (ET)
Dec 2, 2015 · 5:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001173204
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3,F4 | Nov 30, 2015 | A | 43,526 | $0.00 | A | 379,780 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares of Class A Common Stock were issued on November 30, 2015 as part of the annual retainer for board service by Ms. Laura Nisonger Sims for the period started April 1, 2015 and ended October 14, 2015. Such shares vested on the date of issuance. Pursuant to the terms of her arrangement with Sageview Capital LP ("Sageview Capital") and certain related entities, the right to receive such shares was transferred to Sageview Capital.
- F2This Form 4 is filed on behalf of Sageview Capital, Mr. Edward A. Gilhuly, Mr. Scott M. Stuart and Ms. Sims. Ms. Sims was a director of the Issuer until October 30, 2015 and has remained a board observer since that date. Messrs. Gilhuly and Stuart are managing and controlling persons of Sageview Capital.
- F3Messrs. Gilhuly and Stuart and Ms. Sims disclaim beneficial ownership of such securities, except to the extent of his or her pecuniary interest therein, if any.
- F4This Form 4 shall not be deemed an admission that any Reporting Person is a beneficial owner of any securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose or that any Reporting Person or other person has an obligation to file this Form 4.
Remarks
Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Sageview may be deemed a director-by-deputization by virtue of Sageview's contractual rights under the Securities Purchase Agreement, dated as of August 11, 2009, by and between the Issuer and Sageview entities party thereto, as it may be amended from time to time, to nominate one or more members or observers to the board of directors of the Issuer.