SEC Form 4 · accession 0001209191-17-001013
SPARK NETWORKS INC · LOV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 31, 2016
Accepted (ET)
Jan 4, 2017 · 4:42 pm EST
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 | Dec 31, 2016 | M | 5,983 | — | A | 60,146 | I | By Ian V. Jacobs directly |
| Common StockF2,F3,F4 | holding | — | — | — | 1,215,950 | I | By 402 Fund, LP | |
| Common StockF2,F3,F4 | 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 UnitF1,F5,F6 | — | Dec 31, 2016 | M | 5,983 | D | — | — | Common Stock | 5,983 | 0 | 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").
- F2The 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").
- F3As 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.
- F4Pursuant to Rule 16a-1, each of Mr. Jacobs and 402 Capital disclaims beneficial ownership except to the extent of their respective pecuniary interests.
- F5These shares represent a grant of restricted stock units 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.
- 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. Jacobs serving as a member of the board of directors of the Issuer.