SEC Form 4 · accession 0001140361-17-043369
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
Nov 16, 2017
Accepted (ET)
Nov 20, 2017 · 4:03 pm EST
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 | Nov 16, 2017 | P | 2,000,000 | $0.50 | A | 4,358,837 | 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 of the Issuer's common stock 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 SEC 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, 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 holds an economic interest in Piton (which interest may be held directly and, from time to time, 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 way 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.