SEC Form 4 · accession 0001567619-18-004645
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
Oct 24, 2018
Accepted (ET)
Oct 26, 2018 · 5:44 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 | Oct 24, 2018 | X | 500,000 | $0.20 | A | 4,858,837 | 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 | Oct 24, 2018 | S | 500,000 | D | — | Dec 20, 2021 | Common Stock | 500,000 | 500,000 | D |
| Stock Options (Right to Buy)F3 | $0.20 | Oct 24, 2018 | P | 500,000 | A | — | Dec 16, 2018 | Common Stock | 500,000 | 1,000,000 | D |
| Stock Options (Right to Buy)F5,F3 | $0.20 | Oct 24, 2018 | X | 500,000 | D | — | Dec 16, 2018 | Common Stock | 500,000 | 500,000 | D |
| Stock Options (Right to Buy)F5 | $1.00 | holding | — | — | — | Dec 20, 2016 | Dec 20, 2021 | Common Stock | 500,000 | 500,000 | 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 Amendment No. 1 filed on June 2, 2017, Amendment No. 2 filed on November 22, 2017 and Amendment No. 3 filed on October 26, 2018, the "Schedule 13D").
- 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 of increasing Mr. Averick's interest in Piton (either directly or indirectly through PCM).
- F3The two reported transactions involved an amendment of outstanding options, resulting in the deemed cancellation of the "old" options and the grant of replacement options. As described in the Schedule 13D, Brian Tepfer granted the options to Piton on December 20, 2016. The options provide Piton the right to purchase 500,000 shares from Brian Tepfer, are immediately exercisable by Piton and were amended on October 24, 2018 to reduce the exercise price from $1 per share to $0.20 per share from October 24, 2018 until 11:59 PM (EST) on December 16, 2018. Following the reported transaction, Piton held the right to purchase (i) 500,000 shares from Brian Tepfer for $0.20 per share and (ii) 500,000 shares from Scott Tepfer for $1 per share, as described in notes 4 and 5 below.
- F4The option, representing a right to purchase a total of 500,000 shares from Brian Tepfer, was exercised in full by Piton on October 24, 2018.
- F5Represents the aggregate shares of common stock that Piton has the right to purchase from Scott Tepfer under stock options that are immediately exercisable by Piton (as described in the Schedule 13D). As described in the Schedule 13D, Scott Tepfer granted the options to Piton on December 20, 2016.