SEC Form 4 · accession 0001354488-16-008311
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 22, 2016
Accepted (ET)
Sep 26, 2016 · 6:26 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 Stock | Sep 22, 2016 | P | 200 | $6.76 | A | 950,852 | 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 StockF1,F2 | — | holding | — | — | — | — | — | Common Stock | 2,185,000 | 2,300,000 | I |
Explanation of responses
- F1On 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.
- F2Each share of Series B Convertible Preferred Stock is convertible into 0.95 shares of Common Stock at any time and has no expiration date.