SEC Form 4 · accession 0001214659-15-007927
NEULION, INC. · NLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles B Wang
Director · 10% Owner
Period of report
Nov 19, 2015
Accepted (ET)
Nov 20, 2015 · 2:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001387713
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class 3 Preference SharesF5,F1 | Nov 19, 2015 | J | 6,313,875 | $0.00 | D | 0 | I | By JK&B Capital V Special Opportunity Fund, L.P. |
| Class 4 Preference SharesF5,F1 | Nov 19, 2015 | J | 4,035,356 | $0.00 | D | 0 | I | By JK&B Capital V Special Opportunity Fund, L.P. |
| Common StockF5,F1 | Nov 19, 2015 | J | 15,534,956 | $0.00 | A | 15,534,956 | I | By JK&B Capital V Special Opportunity Fund, L.P. |
| Common StockF2 | holding | — | — | — | 22,820,650 | I | By AvantaLion LLC | |
| Common StockF3 | holding | — | — | — | 40,206,096 | I | By spouse | |
| Restricted Common StockF3 | holding | — | — | — | 750,000 | I | By spouse | |
| Common StockF4 | holding | — | — | — | 128,020 | I | By trust for benefit of grandchild | |
| Common StockF4 | holding | — | — | — | 128,020 | I | By trust for benefit of grandchild | |
| Common Stock | holding | — | — | — | 12,974,970 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1JK&B Capital V Special Opportunity Fund, L.P. is a limited partnership that is not controlled by Mr. Wang. Mr. Wang has a pecuniary interest of 85% in such fund.
- F2AvantaLion LLC is a Delaware limited liability company controlled by Mr. Wang.
- F3Mr. Wang disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Wang is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4Mr. Wang is the trustee for the two trusts and his grandchildren are the beneficiaries of the trusts.
- F5On November 19, 2015, the issuer executed a Conversion and Settlement Agreement with the holders of its Class 3 and Class 4 Preference Shares (collectively, the "Preference Shares"), whereby these holders agreed to convert their Preference Shares for (i) shares of the issuer's common stock ("Common Stock"), on a 1-to-1 basis, and (ii) aggregate consideration totaling $4,130,600 paid in the form of 8,176,210 shares of Common Stock (the "Additional Shares"). In the transaction: (i) as to the Class 3 Preference Shares, JK&B Capital V Special Opportunity Fund, L.P. ("JK&B") received 7,341,715 shares of Common Stock pursuant to the conversion as well as 2,452,404 Additional Shares; and (ii) as to the Class 4 Preference Shares, JK&B received 4,692,274 shares of Common Stock pursuant to the conversion as well as 1,048,563 Additional Shares. JK&B is a limited partnership that is not controlled by Mr. Wang, who has a pecuniary interest of 85% in such fund.