SEC Form 4 · accession 0001214659-18-003516

NEULION, INC. · NLN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Nancy Li

Officer — Executive Chair · Director · 10% Owner

Period of report

May 7, 2018

Accepted (ET)

May 9, 2018 · 5:49 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	D/I	Nature of ownership
Common Stock	May 7, 2018	D	41,350,056	$0.84	D	D
Common Stock^F5	May 7, 2018	D	53,347,653	$0.84	D	I	By spouse
Common Stock^F6	May 7, 2018	D	56,040	$0.84	D	I	By trust for benefit of children

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Options (right to buy)^F2	$0.18	May 7, 2018	D	450,000	D	—	—	Common Stock	450,000	D
Employee Stock Options (right to buy)^F2	$0.48	May 7, 2018	D	900,000	D	—	—	Common Stock	900,000	D
Restricted Stock Units^F4,F3	—	May 7, 2018	D	375,000	D	—	—	Common Stock	375,000	D
Restricted Stock Units^F4,F3	—	May 7, 2018	D	375,000	D	—	—	Common Stock	375,000	D
Restricted Stock Units^F4,F3	—	May 7, 2018	D	248,656	D	—	—	Common Stock	248,656	D

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 (each, a "Share") was canceled and converted automatically into the right to receive $0.84 per share in cash without interest and less any applicable tax withholdings.
F2Pursuant to the Merger Agreement, each stock option outstanding immediately prior to the consummation of the Merger, whether then unvested or vested, by virtue of the Merger and without any action by the holder, was canceled and converted into only the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the number of Shares issuable under such option and (y) the excess, if any, of (i) $0.84 minus (ii) the exercise price payable in respect of each Share issuable under such option (the "Option Consideration"); provided, however, that the Option Consideration for each option with an exercise price equal to or greater than $0.84 was $0.
F3Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Share.
F4Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger, whether then vested or unvested, was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $0.84 in cash.
F5Ms. 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 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F6Ms. Li is the trustee for each of two trusts, and her children are the beneficiaries of the trusts.