SEC Form 4 · accession 0001477932-16-014374
Spotlight Innovation Inc. · STLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Michael Krohn
Officer — President/COO · Director · 10% Owner
Period of report
Dec 23, 2016
Accepted (ET)
Dec 28, 2016 · 5:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001388486
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 23, 2016 | J | 108,000 | $0.00 | A | 3,847,895 | I | See Footnote |
| Common StockF5,F6 | Dec 28, 2016 | J | 525,000 | $0.00 | A | 4,372,895 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (Right to Buy)F3,F4 | $1.21 | Dec 23, 2016 | J | 75,000 | D | Nov 25, 2015 | Nov 25, 2025 | Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1The shares were issued under the Company's equity incentive plan in exchange for options.
- F2Includes 830,219 shares owned directly by the Reporting Person and 3,017,676 shares indirectly held based on 50% of total held by K-4 Enterprises, LLC ("K4"), which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K-4 and in such capacity holds voting and dispositive power over the securities held by such entity.
- F3The options were returned to the Company for cancellation in exchange for shares of common stock.
- F4The options were to vest 25% upon grant, and 25% on each of the first, second and third anniversary of grant date.
- F5Pursuant to an employment agreement between the Company and the Reporting Person, the Reporting Person was granted 450,000 restricted shares of Common Stock and 75,000 restricted shares of Common Stock shall be issued on or about January 2, 2017.
- F6Includes 1,580,000 shares owned directly by the Reporting Person, and 3,017,676 shares indirectly held based on 50% of total held by K-4 Enterprises, LLC ("K4"), which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K-4 and in such capacity holds and dispositive power over the securities held by such entity.