SEC Form 4 · accession 0001354488-17-000016
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
Dec 29, 2016
Accepted (ET)
Jan 3, 2017 · 8:46 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 StockF1 | Dec 29, 2016 | J | 1,050,000 | $5.00 | D | 1,749,682 | I | By Dolphin Entertainment, Inc. |
| Common StockF2 | Dec 29, 2016 | J | 300,000 | $5.00 | D | 1,449,682 | I | By Dolphin Entertainment, Inc. |
| Common StockF3 | Dec 30, 2016 | J | 70,000 | $5.00 | D | 1,379,682 | I | Dolphin Entertainment, Inc. |
| Common StockF4 | Dec 30, 2016 | J | 200,000 | $5.00 | D | 1,179,682 | I | By Dolphin Entertainment, Inc. |
| Common StockF5 | Dec 30, 2016 | J | 10,000 | $5.00 | D | 1,169,682 | I | By Dolphin Entertainment, Inc. |
| Common StockF6 | Dec 30, 2016 | J | 62,000 | $5.00 | D | 1,107,682 | I | By Dolphin Entertainment, Inc. |
| Common StockF7 | Dec 30, 2016 | J | 52,000 | $5.00 | D | 1,055,682 | I | By Dolphin Entertainment, Inc. |
| Common Stock | holding | — | — | — | 953,900 | D | ||
| Common Stock | holding | — | — | — | 1,242,104 | I | By Dolphin Digital Media Holdings, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On December 29, 2016, Dolphin Entertainment, Inc., an entity wholly owned by the Reporting Person, sold 1,050,000 shares of the Issuer?s Common Stock at a price of $5.00 per share in exchange for (i) all of the purchaser?s rights to profit distributions from Dolphin Entertainment, Inc. arising under equity finance agreements dated March 14, 2011 and June 29, 2011 pursuant to which the purchaser previously invested in Dolphin Entertainment, Inc. and (ii) the purchaser?s remaining 50% membership interests in several of Dolphin Entertainment, Inc.?s subsidiaries.
- F2On December 29, 2016, Dolphin Entertainment, Inc. entered into a debt exchange agreement pursuant to which it exchanged $1,500,000 of outstanding debt at a price of $5.00 per share, for 300,000 shares of the Issuer?s Common Stock.
- F3On December 30, 2016, Dolphin Entertainment, Inc. entered into a debt exchange agreement pursuant to which it exchanged $350,000 of outstanding debt at a price of $5.00 per share, for 70,000 shares of the Issuer?s Common Stock.
- F4On December 30, 2016, Dolphin Entertainment, Inc. entered into a debt exchange agreement pursuant to which it exchanged $1,000,000 of outstanding debt at a price of $5.00 per share, for 200,000 shares of the Issuer?s Common Stock.
- F5On December 30, 2016, Dolphin Entertainment, Inc. entered into a debt exchange agreement pursuant to which it exchanged $50,000 of outstanding debt of a subsidiary at a price of $5.00 per share, for 10,000 shares of the Issuer?s Common Stock.
- F6On December 30, 2016, Dolphin Entertainment, Inc. entered into a debt exchange agreement pursuant to which it exchanged $310,000 of outstanding debt of a subsidiary at a price of $5.00 per share, for 62,000 shares of the Issuer?s Common Stock.
- F7On December 30, 2016, Dolphin Entertainment, Inc. entered into an equity finance exchange agreement pursuant to which it terminated certain rights and interests owing under an equity finance agreement in the amount of $260,000, at a price of $5.00 per share, for 52,000 shares of the Issuer?s Common Stock.