SEC Form 4 · accession 0001567619-18-006850
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 20, 2018
Accepted (ET)
Nov 21, 2018 · 5:34 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 | holding | — | — | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory NoteF5,F4 | $0.30 | Nov 20, 2018 | P | 1,800,000 | A | Nov 20, 2018 | Nov 20, 2022 | Common Stock | 6,000,000 | 6,500,000 | D |
| Stock Options (Right to Buy)F3 | $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).
- F3Represents 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.
- F4This convertible promissory note (the "Note") bears interest at the rate of 5% per annum. At the election of Piton, all principal and accrued interest under the Note may be converted into the Issuer's common stock using an initial conversion price of $0.30 per share. The terms of the Note are described in greater detail in the Form 8-K filed by the Issuer with the SEC on November 21, 2018. In connection with purchasing the Note, Piton received the right to purchase a yet-to-be determined amount of common stock from Brian Tepfer for a purchase price of $0.20 per share. The amount of shares that Piton can purchase from Brian Tepfer will be communicated to Piton by the Company on or around December 3, 2018.
- F5The aggregate amount of all debt securities issued is $1,800,000.