SEC Form 3 · accession 0001567619-18-007094
usell.com, Inc. · USEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cornice Fiduciary Management LLC
10% Owner
Period of report
Nov 20, 2018
Accepted (ET)
Nov 29, 2018 · 12:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001271075
Table I — non-derivative securities
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock WarrantsF4,F3 | $3.20 | holding | — | — | — | — | Aug 11, 2019 | Common Stock | 275,000 | — | D |
Explanation of responses
- F1Cornice Fiduciary Management LLC (the "Trustee Company"), as Trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler (the "Trust"), also reports beneficial ownership pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended, pursuant to a Schedule 13D, Amendment No. 4 filed jointly by the Trust, M3C Holdings LLC ("M3C"), Robert Averick and Piton Capital Partners LLC ("Piton") with the SEC on November 27, 2018. On November 20, 2018, Leslie J. Schreyer resigned as trustee of the Trust and the Trustee Company was appointed successor trustee of the Trust (the "Change in Trustee"). Because Mr. Schreyer has resigned as trustee of the Trust, he is no longer a reporting person for the shares of common stock ("Shares") held by the Trust. No consideration was paid in connection with the Change in Trustee and, accordingly, the Trust continues to beneficially own the Shares following the Change in Trustee.
- F2Represents Shares held in the Trust, for which the Trustee Company serves as sole trustee. The Trustee Company has no pecuniary interest in the Shares held by the Trust. The Trust is a member of Piton along with M3C and Mr. Averick, and the Shares disclosed represent Shares held directly by the Trust outside of Piton. Mr. Averick manages the Trust's, M3C's and Piton's investments in the Issuer as a Portfolio Manager at Kokino LLC ("Kokino"). 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 Piton's managing member, Piton Capital Partners LLC).
- F3The warrants are immediately exercisable.
- F4Represents Shares held by the Trust that are issuable under the warrants.