SEC Form 4 · accession 0001441557-15-000006

PSM HOLDINGS INC · PSMH

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

Reporting owner

Michael Margolies

Director · 10% Owner

Period of report

Feb 26, 2015

Accepted (ET)

Mar 2, 2015 · 11:48 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001362180

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Feb 26, 2015	P	10,000	$0.05	A	10,000	I	Trust
Common Stock	holding	—	—		—	175,000	D
Common Stock^F1	holding	—	—		—	39,741	I	LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Preferred Series A^F2,F4,F3	$0.12	holding	—	—	—	Feb 4, 2013	—	Common Stock	30,833,333	30,833,333	I
Preferred Series C^F6,F3,F5	$0.04	holding	—	—	—	Apr 1, 2014	—	Common Stock	45,000,000	22,500,000	I
Warrants	$0.44	holding	—	—	—	Feb 5, 2013	Feb 5, 2018	Common Stock	695,630	695,630	D
Warrants	$0.24	holding	—	—	—	Feb 13, 2014	Feb 13, 2019	Common Stock	50,000	745,630	D
Warrants^F7	$0.24	holding	—	—	—	Mar 13, 2014	Mar 13, 2019	Common Stock	50,000	50,000	I
Warrants	$0.088	holding	—	—	—	Apr 1, 2014	Apr 1, 2019	Common Stock	1,985,990	2,731,620	D
Preferred Series E^F9,F3,F8	$0.01	holding	—	—	—	Nov 24, 2014	—	Common Stock	61,250,000	61,250,000	I
Preferred Series E^F9,F3,F10	$0.01	holding	—	—	—	Dec 15, 2014	—	Common Stock	21,000,000	82,250,000	I
Warrants	$0.011	holding	—	—	—	Dec 15, 2014	Dec 15, 2019	Common Stock	10,000,000	12,731,620	D

Explanation of responses

F1Shares held by LB Consulting, LLC of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
F10The 210 shares of Series E Convertible Preferred Stock are convertible at a rate of 100,000 shares of Common Stock for each share of preferred stock converted.
F2The 3,700 shares of Series A Convertible Preferred Stock are convertible at a rate of .01 shares of Common Stock for each share of preferred stock converted. On November 24, 2014 and pursuant to the provisions of the Certificate of Designation for the Series A Preferred Stock regarding adjustments in conversion price, because the Company issued and sold additional shares at a price less than the current $0.24 conversion price of the Series A Preferred Stock the conversion price was adjusted to $0.10 per share. After this adjustment to the conversion price of the Series A Preferred Stock.
F3No expiration date.
F4Preferred shares held by LB Merchant PSMH-1, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
F5The 1,800 shares of Series C Convertible Preferred Stock are convertible at a rate of 25,000 shares of Common Stock for each share of preferred stock converted. On November 24, 2014 and pursuant to the provisions of the Certificate of Designation for the Series C Preferred Stock regarding adjustments in conversion price, because the Company issued and sold additional shares at a price less than the current $0.08 conversion price of the Series C Preferred Stock, the conversion price was adjusted to $0.04 per share.
F6Preferred shares held by LB Merchant PSMH-2, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
F7Warrants held by LB Merchant PSMH-1, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein
F8The 612.5 shares of Series E Convertible Preferred Stock are convertible at a rate of 100,000 shares of Common Stock for each share of preferred stock converted.
F9Preferred Shares held by LB Merchant PSMH-3, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.