SEC Form 4 · accession 0001441557-15-000022

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

May 25, 2015

Accepted (ET)

May 27, 2015 · 4:57 pm EDT

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^F8,F19	May 25, 2015	M	28,262	—	A	28,262	I	LLC
Common Stock^F8,F19	May 25, 2015	M	7,305	—	A	35,567	I	LLC
Common Stock^F8,F20	May 25, 2015	M	5,479	—	A	5,479	I	LLC
Common Stock^F8	May 25, 2015	M	28,261	—	A	203,261	D
Common Stock^F8	May 25, 2015	M	1,226,132	—	A	1,429,393	D
Common Stock^F8	May 25, 2015	M	9,521,739	—	A	10,951,132	D
Common Stock	holding	—	—		—	175,000	D
Common Stock^F1	holding	—	—		—	39,741	I	LLC
Common Stock	holding	—	—		—	10,000	I	Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants^F7,F8	—	May 25, 2015	X	50,000	D	Feb 13, 2014	Feb 13, 2019	Common Stock	50,000	12,681,620	D
Warrants^F9,F11,F8	—	May 25, 2015	X	50,000	D	Mar 13, 2014	Mar 13, 2019	Common Stock	50,000	0	I
Warrants^F10,F8	—	May 25, 2015	X	1,985,990	D	Apr 1, 2014	Apr 1, 2019	Common Stock	1,985,990	10,695,630	D
Warrants^F15,F8	—	May 25, 2015	X	10,000,000	D	Dec 15, 2014	Dec 15, 2019	Common Stock	10,000,000	695,630	D
Warrants^F11	$0.125	May 25, 2015	A	16,000	A	Feb 10, 2014	Nov 12, 2019	Common Stock	16,000	16,000	I
Warrants^F16,F11,F8	—	May 25, 2015	X	16,000	D	Feb 10, 2014	Nov 12, 2019	Common Stock	16,000	0	I
Warrants^F17	$0.125	May 25, 2015	A	12,000	A	Feb 10, 2014	Feb 10, 2014	Common Stock	12,000	12,000	I
Warrants^F18,F17,F8	—	May 25, 2015	X	12,000	D	Feb 10, 2014	Nov 12, 2019	Common Stock	12,000	0	I
Preferred Series A^F4,F3,F2	$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	45,000,000	I
Warrants	$0.44	holding	—	—	—	Feb 5, 2013	Feb 5, 2018	Common Stock	695,630	695,630	D
Preferred Series E^F13,F3,F12	$0.01	holding	—	—	—	Nov 24, 2014	—	Common Stock	61,250,000	61,250,000	I
Preferred Series E^F13,F3,F14	$0.01	holding	—	—	—	Dec 15, 2014	—	Common Stock	21,000,000	82,250,000	I

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.
F10Of which 759,858 warrants were cancelled in connection with the cashless exercise
F11Warrants 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.
F12The 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.
F13Preferred 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.
F14The 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 converte
F15Of which 478,261 warrants were cancelled in connection with the cashless exercise.
F16Of which 8,695 warrants were cancelled in connection with the cashless exercise.
F17Warrants 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.
F18Of which 6,521 warrants were cancelled in connection with the cashless exercise.
F19Shares 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.
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 $0.12 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.
F20Shares 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.
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.
F7Of which 21,739 warrants were cancelled in connection with the cashless exercise.
F8Cashless exercise of warrants.
F9Of which 21,738 warrants were cancelled in connection with the cashless exercise.