SEC Form 4 · accession 0001209191-16-134121
SPARK NETWORKS INC · LOV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
OSMIUM CAPITAL LP
Director · 10% Owner
Osmium Partners, LLC
Director · 10% Owner
Spartan L P Osmium
Director · 10% Owner
John Hartnett Lewis
Director · 10% Owner
Osmium Capital II, LP
Director · 10% Owner
Osmium Diamond, LP
Director · 10% Owner
Period of report
Jul 25, 2016
Accepted (ET)
Jul 27, 2016 · 5:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001314475
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF4,F1,F2,F3 | — | Jul 25, 2016 | A | 11,966 | A | — | — | Common Stock | 11,966 | 11,966 | I |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Spark Network, Inc.'s (the "Company") common stock.
- F2These shares represent a grant of restricted stock units to John H. Lewis under the Company's 2007 Omnibus Incentive Plan on July 25, 2016. This grant was made in lieu of cash fees for non-employee director service on the Company's board of directors for the third and fourth quarters of 2016. Fifty percent (50%) of the restricted stock units subject to the award vest at the end of the third quarter on September 30, 2016, and the remaining fifty percent (50%) vest at the end of the fourth quarter on December 31, 2016, subject to the reporting person's continuous service as a director.
- F3Not applicable.
- F4The general partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP is Osmium Partners, LLC. John H. Lewis is the controlling member of Osmium Partners, LLC, and Mr. Lewis may be deemed to have voting and dispositive power with respect to the shares held by Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP. Mr. Lewis disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Lewis is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
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. Lewis serving as a member of the board of directors of the Issuer.