SEC Form 4/A · accession 0001354488-16-008308
Dolphin Entertainment, Inc. · DLPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
William O'Dowd IV
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Mar 7, 2016
Accepted (ET)
Sep 22, 2016 · 8:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001282224
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 950,169 | D | ||
| Common StockF1 | holding | — | — | — | 614,682 | I | By Dolphin Entertainment, Inc. | |
| Common StockF1 | holding | — | — | — | 1,242,104 | I | By Dolphin Digital Media Holdings, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF1,F4,F5,F2,F3,F6 | — | Mar 7, 2016 | J | 2,300,000 | A | — | — | Common Stock | 2,185,000 | 2,300,000 | I |
Explanation of responses
- F1The Issuer completed a 20-to-1 reverse stock split effective May 10, 2016. The amount stated represents the post-split adjusted amount. Fractional shares resulting from the reverse stock split were rounded up to the nearest whole share.
- F2On March 7, 2016, a merger was completed among the Issuer, DDM Merger Sub, Inc., Dolphin Entertainment, Inc. and Dolphin Films, Inc., pursuant to which the Issuer acquired Dolphin Films Inc. (the "Merger"). Pursuant to the merger agreement, as part of the Merger consideration, the Issuer issued 2,300,000 shares of Series B Convertible Preferred Stock to Dolphin Entertainment, Inc., an entity wholly owned by the Reporting Person.
- F3Each share of Series B Convertible Preferred Stock is convertible into 0.95 shares of Common Stock (as adjusted for the reverse stock split) at any time and has no expiration date.
- F4The shares of Series B Convertible Preferred Stock were received in exchange for shares of Dolphin Films, Inc. in connection with the Merger.
- F5Adjusted to reflect the correct number of shares of Series B Convertible Preferred Stock issued in the Merger that was inadvertently reported incorrectly on a Form 4 filed on September 19, 2016.
- F6Adjusted to reflect the correct number of shares of Common Stock underlying the Series B Convertible Preferred Stock that was inadvertently reported incorrectly on a Form 4 filed on September 19, 2016.