SEC Form 4 · accession 0001214659-15-007928
NEULION, INC. · NLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nancy Li
Officer — Executive Vice Chairman · Director · 10% Owner
Period of report
Nov 19, 2015
Accepted (ET)
Nov 20, 2015 · 2:41 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 SharesF4,F1 | Nov 19, 2015 | J | 6,313,875 | $0.00 | D | 0 | I | By spouse |
| Class 4 Preference SharesF4,F1 | Nov 19, 2015 | J | 4,035,356 | $0.00 | D | 0 | I | By spouse |
| Common StockF4,F1 | Nov 19, 2015 | J | 15,534,956 | $0.00 | A | 51,586,616 | I | By spouse |
| Common Stock | holding | — | — | — | 40,150,056 | D | ||
| Common StockF2 | holding | — | — | — | 28,020 | I | By trust for benefit of child | |
| Common StockF2 | holding | — | — | — | 28,020 | I | By trust for benefit of child | |
| Restricted Common StockF3 | holding | — | — | — | 750,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Ms. Li disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Ms. Li is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F2Ms. Li is the trustee for the two trusts and her children are the beneficiaries of the trusts.
- F3The reporting person was granted these restricted shares subject to the terms of the Amended and Restated NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan. The restricted shares vest at a rate of one-quarter of their allotted amount per year over four years. Vesting began on May 12, 2015.
- F4On 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, Ms. Li's spouse, who has a pecuniary interest of 85% in such fund.