SEC Form 4 · accession 0001209191-17-059506
SPARK NETWORKS INC · LOV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 2, 2017
Accepted (ET)
Nov 6, 2017 · 7:02 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 | Nov 2, 2017 | D | 97,907 | — | D | 0 | I | By Ian V. Jacobs directly |
| Common StockF2 | Nov 2, 2017 | M | 12,587 | — | A | 12,587 | I | By Ian V. Jacobs directly |
| Common StockF1 | Nov 2, 2017 | D | 12,587 | — | D | 0 | I | By Ian V. Jacobs directly |
| Common StockF1,F3,F4,F5 | Nov 2, 2017 | D | 1,079,797 | — | D | 0 | I | By SCA Partners, LP |
| Common StockF1,F3,F4,F5 | Nov 2, 2017 | D | 1,215,950 | — | D | 0 | I | By 402 Fund, 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 | — | Nov 2, 2017 | M | 12,587 | D | — | — | Common Stock | 12,587 | 0 | I |
| Stock Option (right to buy)F6 | $1.00 | Nov 2, 2017 | D | 24,000 | D | — | Mar 21, 2024 | Common Stock | 24,000 | 0 | I |
| Stock Option (right to buy)F7 | $5.37 | Nov 2, 2017 | D | 50,000 | D | — | Jul 7, 2021 | Common Stock | 50,000 | 0 | I |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of May 2, 2017, by and among the Issuer, Affinitas GmbH, Spark Networks SE (f/k/a Blitz 17-655 SE) ("New Spark"), and Chardonnay Merger Sub, Inc., a wholly-owned subsidiary of New Spark (the "Merger Agreement"), in exchange for 0.1 American depositary shares of New Spark ("New Spark ADSs") per each share, with each New Spark ADS representing 0.1 ordinary shares of New Spark (the "Merger Consideration").
- F2Pursuant to the Merger Agreement, unvested restricted stock units ("RSUs") were converted to the issuer's common stock immediately prior to the effective time of the merger and exchanged for New Spark ADSs upon effectiveness of the merger.
- 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") 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 the Issuer's common stock, par value $0.001 per share (the "Common Stock"), owned by 402 Fund, LP (the "Fund") or 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 1,079,797 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.
- F6The stock option was granted on March 21, 2017 for 24,000 shares and was exchanged with an option to purchase a number of New Spark ADSs equal to 24,000 multiplied by 0.1, with an exercise price per share (rounded up to the nearest whole cent) equal to the per share exercise price specified in such stock option divided by 0.1.
- F7The stock option was granted on July 7, 2014 for 50,000 shares and was exchanged with an option to purchase a number of New Spark ADSs equal to 50,000 multiplied by 0.1, with an exercise price per share (rounded up to the nearest whole cent) equal to the per share exercise price specified in such stock option, divided by 0.1.
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.