SEC Form 4 · accession 0001441557-16-000087

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

Jun 30, 2016

Accepted (ET)

Jul 5, 2016 · 7:00 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001362180

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—	—	175,000	D
Common Stock^F1	holding	—	—	—	39,741	I	LLC
Common Stock	holding	—	—	—	1,000,000	I	Trust
Common Stock^F11	holding	—	—	—	28,262	I	LLC
Common Stock^F11	holding	—	—	—	35,567	I	LLC
Common Stock^F12	holding	—	—	—	5,479	I	LLC
Common Stock	holding	—	—	—	203,261	D
Common Stock	holding	—	—	—	1,429,393	D
Common Stock	holding	—	—	—	10,951,132	D

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 Stock^F2,F4,F3	$0.08	Jun 30, 2016	J	2,312,500	A	Feb 4, 2013	—	Common Stock	2,312,500	61,512,500	I
Preferred Series C Stock^F5,F6,F3	$0.03	Jun 30, 2016	J	2,999,400	A	Apr 1, 2014	—	Common Stock	2,999,400	79,799,400	I
Preferred Series E Stock^F7,F8,F3	$0.01	Jun 30, 2016	J	3,060,973	A	Nov 24, 2014	—	Common Stock	3,060,973	79,931,250	I
Preferred Series E Stock^F9,F8,F3	$0.01	Jun 30, 2016	J	1,049,477	A	Dec 15, 2014	—	Common Stock	1,049,477	107,336,250	I
Preferred Series E Stock^F10,F11,F3	$0.01	Jun 30, 2016	J	726,213	A	Apr 6, 2016	—	Common Stock	726,213	159,312,463	I
Warrants	$0.04	holding	—	—	—	Feb 5, 2013	Feb 5, 2018	Common Stock	695,630	695,630	D
Warrants	$0.011	holding	—	—	—	Apr 6, 2016	Apr 6, 2021	Common Stock	4,347,000	5,042,630	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 512.5 shares of Series E Convertible Preferred Stock are convertible at a rate of 101,417 shares of Common Stock for each share of preferred stock converted. On June 30, 2016, pursuant to the provisions of the Certificate of Designation for the Series E Preferred Stock regarding voluntary conversion of the Series E Preferred Stock into Common Stock, a quarterly dividend was accrued but unpaid, which increased the convertible amount pursuant to the formula contained in the Certificate of Designation for the Series E Preferred Stock. (11) Preferred Shares held by LB Merchant PSMH-4, 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.
F11Shares 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.
F12Shares 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.
F2The 3,700 shares of Series A Convertible Preferred Stock are convertible at a rate of 16,625 shares of Common Stock for each share of preferred stock converted. On June 30, 2016, pursuant to the provisions of the Certificate of Designation for the Series A Preferred Stock regarding voluntary conversion of the Series A Preferred Stock into Common Stock, a quarterly dividend was accrued but unpaid, which increased the convertible amount pursuant to the formula contained in the Certificate of Designation for 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 44,333 shares of Common Stock for each share of preferred stock converted. On June 30, 2016, pursuant to the provisions of the Certificate of Designation for the Series C Preferred Stock regarding voluntary conversion of the Series C Preferred Stock into Common Stock, a quarterly dividend was accrued but unpaid, which increased the convertible amount pursuant to the formula contained in the Certificate of Designation for the Series C Preferred Stock.
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.
F7The 612.5 shares of Series E Convertible Preferred Stock are convertible at a rate of 130,500 shares of Common Stock for each share of preferred stock converted. On June 30, 2016, pursuant to the provisions of the Certificate of Designation for the Series E Preferred Stock regarding voluntary conversion of the Series E Preferred Stock into Common Stock, a quarterly dividend was accrued but unpaid, which increased the convertible amount pursuant to the formula contained in the Certificate of Designation for the Series E Preferred Stock.
F8Preferred 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.
F9The 210 shares of Series E Convertible Preferred Stock are convertible at a rate of 130,500 shares of Common Stock for each share of preferred stock converted. On June 30, 2016, pursuant to the provisions of the Certificate of Designation for the Series E Preferred Stock regarding voluntary conversion of the Series E Preferred Stock into Common Stock, a quarterly dividend was accrued but unpaid, which increased the convertible amount pursuant to the formula contained in the Certificate of Designation for the Series E Preferred Stock.