SEC Form 4 · accession 0001214659-18-003515
NEULION, INC. · NLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Kronfeld
Director · 10% Owner
Period of report
May 7, 2018
Accepted (ET)
May 9, 2018 · 5:48 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 | 820,881 | $0.84 | D | 0 | D | |
| Common StockF2 | May 7, 2018 | D | 20,592,850 | $0.84 | D | 0 | I | By JK&B Capital V, L.P. |
| Common StockF3 | May 7, 2018 | D | 15,534,956 | $0.84 | D | 0 | I | By JK&B Capital V Special Opportunity Fund, L.P. |
| Common StockF4 | May 7, 2018 | D | 2,006,300 | $0.84 | D | 0 | I | By DKB JTV Holdings, LLC |
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.
- F2JK&B Capital V, L.P. is a Delaware limited partnership that is controlled by Mr. Kronfeld. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3JK&B Capital V Special Opportunity Fund, L.P. is a Delaware limited partnership that is controlled by Mr. Kronfeld. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F4DKB JTV Holdings, LLC is a Delaware limited liability company that is controlled by Mr. Kronfeld. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.