SEC Form 4 · accession 0001354488-16-008552
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
Nov 15, 2016
Accepted (ET)
Nov 17, 2016 · 6:19 pm EST
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 StockF2 | Nov 15, 2016 | C | 2,185,000 | — | A | 2,799,682 | I | By Dolphin Entertainment, Inc. |
| Common Stock | holding | — | — | — | 950,852 | D | ||
| 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 | — | Nov 15, 2016 | C | 2,300,000 | D | — | — | Common Stock | 2,185,000 | 0 | 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 was convertible into 0.95 shares of Common Stock at any time and had no expiration date.