SEC Form 5 · accession 0001213900-19-002410

Jerrick Media Holdings, Inc. · JMDA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Arthur Rosen

10% Owner

Period of report

Dec 31, 2018

Accepted (ET)

Feb 13, 2019 · 9:33 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001357671

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $0.001 par value per share^F2	Dec 13, 2018	S	22,700	$0.11	D	15,964,419	D
Common Stock, $0.001 par value per share^F1	Dec 13, 2018	P	73,900	$0.11	A	15,987,119	D
Common Stock, $0.001 par value per share^F1	Dec 10, 2018	P	5,000	$0.12	A	15,913,219	D
Common Stock, $0.001 par value per share^F1	Dec 7, 2018	P	33,000	$0.12	A	15,908,219	D
Common Stock, $0.001 par value per share^F1	Dec 6, 2018	P	125,000	$0.13	A	15,875,219	D
Common Stock, $0.001 par value per share^F1	Dec 4, 2018	P	15,000	$0.13	A	15,750,219	D
Common Stock, $0.001 par value per share^F1	Nov 20, 2018	P	27,248	$0.14	A	15,735,219	D
Common Stock, $0.001 par value per share^F1	Nov 19, 2018	P	122,469	$0.14	A	15,707,971	D
Common Stock, $0.001 par value per share^F1	Nov 16, 2018	P	198,700	$0.17	A	15,585,502	D
Common Stock, $0.001 par value per share^F1	Nov 14, 2018	P	5,000	$0.15	A	15,386,802	D
Common Stock, $0.001 par value per share^F1	Oct 25, 2018	P	30,000	$0.15	A	15,381,802	D
Common Stock, $0.001 par value per share^F1	Oct 19, 2018	P	20,000	$0.15	A	15,351,802	D
Common Stock, $0.001 par value per share^F1	Oct 17, 2018	P	15,000	$0.15	A	15,331,802	D
Common Stock, $0.001 par value per share^F1	Oct 15, 2018	P	9,247	$0.15	A	15,316,802	D
Common Stock, $0.001 par value per share^F1	Oct 11, 2018	P	25,000	$0.16	A	15,307,555	D
Common Stock, $0.001 par value per share^F1	Oct 10, 2018	P	13,800	$0.17	A	15,285,555	D
Common Stock, $0.001 par value per share^F1	Oct 10, 2018	P	5,000	$0.12	A	15,268,755	D
Common Stock, $0.001 par value per share^F1	Oct 9, 2018	P	33,261	$0.16	A	15,263,755	D
Common Stock, $0.001 par value per share^F5	Oct 8, 2018	C	7,122,833	$0.20	A	15,230,494	D
Common Stock, $0.001 par value per share^F6	Oct 8, 2018	C	1,645,726	$0.20	A	8,107,661	I	See footnote
Common Stock, $0.001 par value per share^F1	Oct 8, 2018	P	9,944	$0.16	A	6,461,935	D
Common Stock, $0.001 par value per share^F1	Oct 5, 2018	P	15,000	$0.15	A	6,451,991	D
Common Stock, $0.001 par value per share^F1	Oct 4, 2018	P	10,000	$0.16	A	6,436,991	D
Common Stock, $0.001 par value per share^F1	Sep 28, 2018	P	5,000	$0.17	A	6,426,991	D
Common Stock, $0.001 par value per share^F2	Sep 27, 2018	S	17,063	$0.19	D	6,421,991	D
Common Stock, $0.001 par value per share^F2	Sep 26, 2018	S	10,000	$0.19	D	6,439,054	D
Common Stock, $0.001 par value per share^F1	Sep 25, 2018	P	5,000	$0.18	A	6,449,054	D
Common Stock, $0.001 par value per share^F1	Sep 19, 2018	P	45,063	$0.17	A	6,444,054	D
Common Stock, $0.001 par value per share^F1	Sep 18, 2018	P	37,000	$0.16	A	6,398,991	D
Common Stock, $0.001 par value per share^F1	Sep 14, 2018	P	15,000	$0.17	A	6,361,991	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants to Purchase Common Stock^F9	$0.30	Dec 27, 2018	J	75,000	A	Dec 27, 2018	Dec 27, 2023	Common Stock	75,000	75,000	D
Warrants to Purchase Common Stock^F8	$0.30	Nov 29, 2018	J	25,000	A	Nov 29, 2018	Nov 29, 2023	Common Stock	25,000	25,000	D
Warrants to Purchase Common Stock^F7	$0.30	Nov 8, 2018	J	231,501	A	Nov 8, 2018	Nov 8, 2023	Common Stock	231,501	231,501	D
Warrants to Purchase Common Stock^F3	$0.30	Aug 31, 2018	J	3,556,418	A	Aug 31, 2018	Aug 31, 2023	Common Stock	3,556,418	3,556,418	D
Warrants to Purchase Common Stock^F4	$0.30	Aug 31, 2018	J	822,864	A	Aug 31, 2018	Aug 31, 2023	Common Stock	822,864	822,864	I

Explanation of responses

F1Mr. Rosen made an open market purchase of common stock.
F2Mr. Rosen made an open market sale of common stock.
F3On August 31, 2018, Mr. Rosen was issued a common stock purchase warrant to acquire 3,556,418 shares of common stock at $0.30 per share in consideration of converting loans into shares of common stock the company.
F4On August 31, 2018, Pearl Digital Opportunities Fund LLC ("Pearl") was issued a common stock purchase warrant to acquire 822,864 shares of common stock at $0.30 per share in consideration of converting loans into shares of common stock of the company. Mr. Rosen is the Managing Member of Pearl.
F5On October 8, 2018, Mr. Rosen converted loans previously made to the company by Mr. Rosen into an aggregate of 7,122,833 shares of common stock at $0.20 per share.
F6On October 8, 2018, Pearl converted loans previously made to the company by Pearl into an aggregate of 1,645,726 shares of common stock at $0.20 per share. Mr. Rosen is the Managing Member of Pearl.
F7On November 8, 2018, Mr. Rosen was issued a common stock purchase warrant to acquire 231,501 shares of common stock at $0.30 per share in consideration of providing extensions for two bridge loans previously made by Mr. Rosen to the company.
F8On November 29, 2018, Mr. Rosen was issued a common stock purchase warrant to acquire 25,000 shares of common stock at $0.30 per share in consideration of providing a bridge loan to the company.
F9On December 27, 2018, Mr. Rosen was issued a common stock purchase warrant to acquire 75,000 shares of common stock at $0.30 per share in consideration of providing a bridge loan to the company.