SEC Form 4 · accession 0001354488-16-008309
Dolphin Entertainment, Inc. · DLPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William O'Dowd IV
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Sep 20, 2016
Accepted (ET)
Sep 22, 2016 · 8:19 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 | Sep 20, 2016 | P | 483 | $6.68 | A | 950,652 | D | |
| Common Stock | holding | — | — | — | 614,682 | I | By Dolphin Entertainment, Inc. | |
| Common Stock | 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 StockF2,F3 | — | holding | — | — | — | — | — | Common Stock | 2,185,000 | 2,300,000 | I |
Explanation of responses
- F1Represents the weighted average price of the shares purchased. The prices of the shares purchased pursuant to the transactions ranged from $6.50 to $6.75 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.
- 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 at any time and has no expiration date.