SEC Form 4 · accession 0001140361-17-023550
usell.com, Inc. · USEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
PITON CAPITAL PARTNERS LLC
10% Owner
Period of report
Jun 2, 2017
Accepted (ET)
Jun 2, 2017 · 4:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001271075
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 2, 2017 | P | 1,358,837 | $1.00 | A | 2,358,837 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F3 | $1.00 | holding | — | — | — | Dec 20, 2016 | Dec 20, 2021 | Common Stock | 1,000,000 | 1,000,000 | D |
Explanation of responses
- F1Piton Capital Partners LLC, a Delaware limited liability company ("Piton") and family client of Kokino LLC ("Kokino"), also reports beneficial ownership pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended, pursuant to a Schedule 13D filed jointly by Leslie J. Schreyer, as Trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler (the "Trust"), M3C Holdings LLC ("M3C"), Robert Averick and Piton, with the Issuer on December 30, 2016, as amended by a Schedule 13D Amendment No. 1 filed on June 2, 2017.
- F2Represents shares of the Issuer's common stock ("Shares") beneficially owned by Piton. The Trust, M3C and Mr. Averick are members of Piton. Piton's managing member is Piton Capital Management LLC ("PCM"). PCM's managing member is Kokino LLC ("Kokino"), and Kokino is Piton's trading manager. Mr. Averick manages the Trust's, M3C's and Piton's investments in the Issuer as Kokino's Portfolio Manager. Mr. Averick, Kokino and PCM have no pecuniary interest in Piton's Shares, except that Mr. Averick owns a minority interest in Piton (which may be held directly and, occasionally, indirectly through PCM). Also, Mr. Averick's incentive compensation as an employee of Kokino, which is calculated in Kokino's discretion, may be based, among other things, on the performance of Shares held by the Trust, M3C and Piton. Such compensation may be paid in cash and/or by increasing Mr. Averick's minority interest in Piton (either directly or indirectly through PCM).
- F3Represents the aggregate shares of common stock that Piton has the right to purchase under the stock options.