SEC Form 4 · accession 0001214659-18-003512
NEULION, INC. · NLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Parallax Capital Fund, L.P.
10% Owner
PCF 1, LLC
10% Owner
James Hale
Director · 10% Owner
Parallax Capital, L.P.
10% Owner
Parallax Holdings, LLC
10% Owner
Period of report
May 7, 2018
Accepted (ET)
May 9, 2018 · 5:47 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 7, 2018 | D | 250,817 | $0.84 | D | 0 | D | |
| Common StockF2 | May 7, 2018 | D | 61,731,172 | $0.84 | D | 0 | I | By PCF 1, LLC |
| Common StockF2 | May 7, 2018 | D | 1,747,000 | $0.84 | D | 0 | I | By Parallax Capital Fund, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018 (the "Merger Agreement"), by and among the Company, WME Entertainment Parent, LLC, a Delaware limited liability company ("Parent"), and Lion Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on May 7, 2018, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company was canceled and converted automatically into the right to receive $0.84 per share in cash without interest and less any applicable tax withholdings.
- F2The Reporting Person is the managing member of Parallax Holdings, LLC, which is the general partner of Parallax Capital, L.P., which is the general partner of Parallax Capital Fund, L.P., which is a limited liability company member of PCF 1, LLC. The Reporting Person may be deemed to be the indirect beneficial owner of the reported securities by virtue of his indirect control of Parallax Capital Fund, L.P. and PCF 1, LLC. The Reporting Person disclaims beneficial ownership of the reported securities to the extent such beneficial ownership exceeds his pecuniary interests therein.