SEC Form 4 · accession 0001214659-18-003520
NEULION, INC. · NLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles Wang
Director · 10% Owner
Period of report
May 7, 2018
Accepted (ET)
May 9, 2018 · 5:50 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 StockF2 | May 7, 2018 | D | 41,406,496 | $0.84 | D | 0 | I | By spouse |
| Common Stock | May 7, 2018 | D | 14,736,007 | $0.84 | D | 0 | D | |
| Common StockF3 | May 7, 2018 | D | 22,820,650 | $0.84 | D | 0 | I | By AvantaLion LLC |
| Common StockF4 | May 7, 2018 | D | 15,534,956 | $0.84 | D | 0 | I | By JK&B Capital V Special Opportunity Fund, L.P. |
| Common StockF5 | May 7, 2018 | D | 256,040 | $0.84 | D | 0 | I | By trust for benefit of grandchildren |
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.
- F2Mr. 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 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3AvantaLion LLC is a Delaware limited liability company controlled by Mr. Wang.
- F4JK&B Capital V Special Opportunity Fund, L.P. is a limited partnership that is not controlled by Mr. Wang, who has a pecuniary interest of 85% in such fund.
- F5Mr. Wang is the trustee for each of two trusts, and his grandchildren are the beneficiaries of the trusts.