SEC Form 4 · accession 0001553350-18-000067
Dolphin Entertainment, Inc. · DLPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Allan Mayer
Director
Period of report
Dec 10, 2017
Accepted (ET)
Jan 24, 2018 · 6:46 am 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 10, 2017 | X | 10,846 | $9.22 | D | 204,021 | I | By Trust |
| Common StockF1 | Dec 20, 2017 | X | 8,134 | $9.22 | D | 195,887 | I | By Trust |
| Common StockF2,F1 | Jan 8, 2018 | J | 217,366 | — | A | 413,253 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Put Option (right to sell) | $9.22 | Dec 10, 2017 | X | 10,846 | D | Dec 10, 2017 | Dec 20, 2017 | Common Stock | 10,846 | 623,647 | D |
| Put Option (right to sell) | $9.22 | Dec 20, 2017 | X | 8,134 | D | Dec 10, 2017 | Dec 20, 2017 | Common Stock | 8,134 | 615,513 | D |
| WarrantsF1 | $4.74 | holding | — | — | — | Dec 26, 2017 | Dec 26, 2020 | Common Stock | 60,000 | 60,000 | I |
Explanation of responses
- F1These shares are held by the Mayer-Vogel Trust, of which the Reporting Person is the trustee.
- F2The shares represent the second installment of shares issued as consideration in the Issuer's acquisition of 42West, LLC, of which the Reporting Person was a seller. On March 30, 2017, the Issuer purchased all the membership interests of 42West, LLC, of which the Reporting Person owned 31.67%, for approximately $18.7 million in shares of common stock based on the Issuer's 30-trading-day average stock price prior to the closing date of $9.22 per share (less certain working capital and closing adjustments, transaction expenses and payments of indebtedness), plus the potential to earn up to an additional $9.3 million in shares of common stock.