SEC Form 4 · accession 0001209191-16-137333
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
Aug 13, 2016
Accepted (ET)
Aug 16, 2016 · 6:38 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 | Aug 13, 2016 | M | 5,795 | — | A | 68,652 | I | By John H. Lewis directly |
| Common StockF3,F2 | Aug 15, 2016 | P | 26,500 | $1.4969 | A | 364,243 | I | By Osmium Spartan, LP |
| Common StockF4,F2 | Aug 16, 2016 | P | 25,000 | $1.4624 | A | 1,598,115 | I | By Osmium Capital, LP |
| Common StockF2 | holding | — | — | — | 1,197,699 | I | By Osmium Capital II, LP | |
| Common StockF2 | holding | — | — | — | 282,400 | I | By Osmium Diamond, 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,F5,F6 | — | Aug 13, 2016 | M | 5,795 | D | — | — | Common Stock | 5,795 | 5,795 | I |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Spark Networks, Inc.'s common stock.
- F2The 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.
- F3This transaction was executed in multiple trades at prices ranging from $1.48 to $1.50. The price reported above in Column 4 of Table I reflects the weighted average purchase price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer complete information regarding the number of shares and prices at which each of the individual transactions was effected.
- F4This transaction was executed in multiple trades at prices ranging from $1.46 to $1.47. The price reported above in Column 4 of Table I reflects the weighted average purchase price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer complete information regarding the number of shares and prices at which each of the individual transactions was effected.
- F5Twenty-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.
- F6Not 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. Lewis serving as a member of the board of directors of the Issuer.