SEC Form 4 · accession 0001209191-17-059514
SPARK NETWORKS INC · LOV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
OSMIUM CAPITAL LP
Director
Osmium Partners, LLC
Director
Spartan L P Osmium
Director
John Hartnett Lewis
Director
Osmium Capital II, LP
Director
Osmium Diamond, LP
Director
Period of report
Nov 2, 2017
Accepted (ET)
Nov 6, 2017 · 7:11 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,F2 | Nov 2, 2017 | D | 127,492 | — | D | 0 | I | By John H. Lewis directly |
| Common StockF3,F2 | Nov 2, 2017 | M | 13,693 | — | A | 13,693 | I | By John H. Lewis directly |
| Common StockF1,F2 | Nov 2, 2017 | D | 13,693 | — | D | 0 | I | By John H. Lewis directly |
| Common StockF1,F2 | Nov 2, 2017 | D | 1,994,226 | — | D | 0 | I | By Osmium Capital, LP |
| Common StockF1,F2 | Nov 2, 2017 | D | 1,197,699 | — | D | 0 | I | By Osmium Capital II, LP |
| Common StockF1,F2 | Nov 2, 2017 | D | 507,144 | — | D | 0 | I | By Osmium Spartan, LP |
| Common StockF1,F2 | Nov 2, 2017 | D | 402,089 | — | D | 0 | 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,F3 | — | Nov 2, 2017 | M | 13,693 | D | — | — | Common Stock | 13,693 | 0 | I |
| Stock Option (right to buy)F4,F2 | $1.00 | Nov 2, 2017 | D | 24,000 | D | — | Mar 21, 2024 | Common Stock | 24,000 | 0 | I |
| Stock Option (right to buy)F5,F2 | $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").
- 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.
- F3Pursuant 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.
- F4The 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.
- F5The 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. Lewis serving as a member of the board of directors of the Issuer.