SEC Form 4 · accession 0001209191-16-117813
SPARK NETWORKS INC · LOV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 26, 2016
Accepted (ET)
May 5, 2016 · 5:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001314475
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 26, 2016 | M | 5,795 | — | A | 30,795 | I | By Ian V. Jacobs directly |
| Common StockF3,F4,F5 | holding | — | — | — | 1,215,950 | I | By 402 Fund, LP | |
| Common StockF3,F4,F5 | holding | — | — | — | 1,432,838 | I | By SCA Partners, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2,F1,F6,F7 | — | Apr 26, 2016 | M | 5,795 | D | — | — | Common Stock | 5,795 | 17,385 | I |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Spark Networks, Inc.'s ("Issuer") common stock, par value $0.001 per share (the "Common Stock").
- F2Ian V. Jacobs ("Mr. Jacobs") controls the voting and disposition of 30,795 shares of Common Stock, 23,180 shares of Common Stock underlying restricted stock units, of which 5,795 are vested and 5,795 are scheduled to vest within the next 60 days, and 50,000 shares of Common Stock issuable upon the exercise of options, of which 12,500 have vested, in his personal account.
- F3The filing of this Form 4 shall not be construed as an admission that Mr. Jacobs, the managing member of 402 Capital, LLC ("402 Capital"), or 402 Capital, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of Common Stock, owned by 402 Fund, LP (the "Fund") or SCA Partners, LP ("SCA").
- F4As previously reported on the reporting persons' Form 3 and Form 4s with respect to the Issuer, (i) the Fund holds 1,215,950 shares of Common Stock, and 402 Capital and Mr. Jacobs report the shares held by the Fund because as the investment manager of the Fund, and the managing member of 402 Capital, respectively, they control the disposition and voting of the securities, and (ii) SCA holds 1,432,838 shares of Common Stock, and 402 Capital controls the voting and disposition of the Common Stock held by SCA, of which 402 Capital is the investment manager. An affiliate of 402 Capital, for which Mr. Jacobs is the managing member, serves as the general partner of SCA and receives an allocation of net profits from SCA. Mr. Jacobs reports the shares held indirectly by 402 Capital because, as the managing member of 402 Capital at the time of purchase, Mr. Jacobs controlled the disposition and voting of the securities.
- F5Pursuant to Rule 16a-1, each of Mr. Jacobs and 402 Capital disclaims beneficial ownership except to the extent of their respective pecuniary interests.
- F6Twenty-five percent (25%) of the restricted stock units subject to the award vest on each three month anniversary of the grant, such that one hundred percent (100%) of the award shall be vested upon the one year anniversary of the grant. In addition, all of the restricted stock units subject to the award vest fully upon a change in control.
- F7Not applicable.
Remarks
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director by deputization due to Mr. Jacobs serving as a member of the board of directors of the Issuer.