SEC Form 4 · accession 0001405086-15-000009

DR. TATTOFF, INC. · (NONE)

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owners

ANDREW M. HELLER 2009 GRAT

10% Owner

Brett W. Dixon

10% Owner

Andrew M. Heller

10% Owner

Period of report

Aug 24, 2012

Accepted (ET)

Jan 8, 2015 · 12:10 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001294157

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jun 1, 2014	P$0	125,000	—	A	1,655,613	I	SEE FOOTNOTE
Common Stock^F1	Aug 1, 2014	P$0	125,000	—	A	1,780,613	I	SEE FOOTNOTE
Common Stock^F1	Oct 1, 2014	P$0	250,000	—	A	2,030,613	I	SEE FOOTNOTE
Common Stock^F1	Jan 2, 2015	P$0	500,000	—	A	2,530,613	I	SEE FOOTNOTE

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants^F2	$0.49	Aug 24, 2012	P	—	A	Aug 24, 2012	Jul 31, 2017	Common Stock	400,000	—	D
Secured Senior Subordinated Convertible Promissory Note^F3	$0.65	May 31, 2013	P	—	A	May 31, 2013	—	Common Stock	307,692	—	D
Secured Senior Subordinated Convertible Promissory Note^F4	$0.65	May 31, 2013	P	—	A	May 31, 2013	—	Common Stock	307,692	—	I
Warrants^F5	$0.78	May 31, 2013	P	76,924	A	—	May 31, 2018	Common Stock	76,924	76,924	D
Warrants^F6	$0.78	May 31, 2013	P	76,924	A	—	May 31, 2018	Common Stock	76,924	76,924	I
Warrants^F7	$0.78	Dec 31, 2013	P	230,769	A	Dec 31, 2013	May 31, 2018	Common Stock	230,769	307,693	D
Warrants^F8	$0.78	Dec 31, 2013	P	230,769	A	Dec 31, 2013	May 31, 2018	Common Stock	230,769	307,693	I
Warrants^F9	$0.65	Apr 7, 2014	P	250,000	A	Apr 7, 2014	Apr 7, 2019	Common Stock	250,000	250,000	I
Warrants^F10	$0.65	Jun 1, 2014	P	250,000	D	Apr 7, 2014	Apr 7, 2019	Common Stock	250,000	0	I

Explanation of responses

F1Represents shares of common stock of Dr. Tattoff, Inc. (the "Issuer") owned indirectly by Andrew M. Heller ("Mr. Heller"). Such shares are held directly by Heller Lending, LLC ("Heller Lending"). Mr. Heller is a Manager and the sole member of Heller Lending and may be deemed to have beneficial ownership of such shares. The shares were acquired from the Issuer in exchange for certain warrants previously issued to Heller Lending in connection with an Unsecured Interim Term Promissory Note (the "Promissory Note"). Mr. Heller disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the Common Stock (except to the extent of his pecuniary interest in such securities), and this report shall not be deemed an admission that Mr. Heller is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
F10Represents warrants exercisable for shares of common stock of the Issuer owned indirectly by Mr. Heller. These warrants were held directly by Heller Lending. These warrants were issued in connection with the issuance to Heller Lending of a Short Term Unsecured Promissory Note by the Issuer. These warrants were converted into shares of common stock of the Issuer.
F2Represents warrants exercisable for shares of common stock of the Issuer owned directly by Mr. Heller. Such warrants were acquired by Mr. Heller from the Issuer as compensation for certain consulting services provided by Mr. Heller to the Issuer.
F3Represents Secured Senior Subordinated Convertible Promissory Notes of the Issuer (the "Convertible Notes") owned directly by The Andrew M. Heller 2009 GRAT (the "GRAT").
F4Represents Convertible Notes owned indirectly by Mr. Heller. The Convertible Notes are owned directly by the GRAT. Mr. Heller is the settlor of and beneficiary of the GRAT and may be deemed to have beneficial ownership of the Convertible Notes. Mr. Heller disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the Convertible Notes (except to the extent of his pecuniary interest in such securities), and this report shall not be deemed an admission that Mr. Heller is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
F5Represents warrants exercisable for shares of common stock of the Issuer to be issued to the GRAT upon the conversion of the Convertible Notes.
F6Represents warrants exercisable for shares of common stock of the Issuer to be owned indirectly by Mr. Heller. Such warrants are to be issued to the GRAT upon the conversion of the Convertible Notes.
F7Represents additional warrants exercisable for shares of common stock of the Issuer to be issued to the GRAT upon the conversion of the Convertible Notes. The right of the GRAT to receive these additional warrants upon such exercise was created in connection with an adjustment of the terms of the Convertible Notes.
F8Represents additional warrants exercisable for shares of common stock of the Issuer to be issued to the GRAT upon the conversion of the Convertible Notes and to be owned indirectly by Mr. Heller. These warrants will be owned directly by the GRAT. The right of the GRAT to receive these additional warrants upon such exercise was created in connection with an adjustment of the terms of the Convertible Notes.
F9Represents warrants exercisable for shares of common stock of the Issuer owned indirectly by Mr. Heller. These warrants are held directly by Heller Lending. These warrants were issued in connection with the issuance to Heller Lending of a Short Term Unsecured Promissory Note by the Issuer.