SEC Form 4 · accession 0001477932-17-000042

Spotlight Innovation Inc. · STLT

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

Reporting owner

K4 Enterprises, LLC

10% Owner

Period of report

Dec 31, 2016

Accepted (ET)

Jan 4, 2017 · 9:56 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
Common Stock^F1	Dec 31, 2016	C	3,333,333	—	A	9,368,685	D
Common Stock^F2	Dec 31, 2016	C	1,897,896	—	A	11,266,581	D
Common Stock^F3	Dec 31, 2016	C	388,726	—	A	11,655,307	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Note^F3	—	Dec 31, 2016	P	388,726	A	Dec 31, 2016	—	Common Stock	388,726	388,726	D
Common Stock Purchase Warrant	$1.20	Dec 31, 2016	P	425,000	A	Dec 31, 2016	Dec 31, 2018	Common Stock	425,000	425,000	D
8% Convertible Note^F1	—	Dec 31, 2016	C	3,333,333	D	Dec 31, 2015	—	Common Stock	3,333,333	0	D
Convertible Note^F2	—	Dec 31, 2016	C	1,897,896	D	Dec 19, 2016	—	Common Stock	1,897,896	0	D
Convertible Note^F3	—	Dec 31, 2016	C	388,726	D	Dec 31, 2016	—	Common Stock	388,726	0	D

Explanation of responses

F1$2,500,000 principal amount convertible promissory note, bearing interest at a rate of eight percent per annum, was originally issued on December 31, 2015 and subsequently amended and restated pursuant to that certain Forbearance and Refinancing Agreement dated October 18, 2016 (the "Refinanced Noted"). The Refinanced Note is convertible based on a conversion price of $0.75, as described in the Refinanced Note. The Maturity Date as defined in the Refinanced Note is December 31, 2021.
F2$830,000 principal amount convertible promissory note (the Note). The Note bears interest at the rate of six percent per annum, and is convertible into shares of common stock of the Company at a price equal to Seventy Percent (70%) of the average closing bid price of the common stock of the Company during the six months immediately prior to such conversion, ending on December 30, 2016. That six month average was $0.624 per share, and the conversion price (70%) was $0.437 per share, for a total of 1,897,896.
F3$170,000 principal amount convertible promissory note (the "Note"). The Note bears interest at a rate of six percent per annum, and is convertible into shares of common stock of the Company at a price equal to Seventy Percent (70%) of the average closing bid price of the common stock of the Company during the six months immediately prior to such conversion, ending on December 30, 2016. That six month average was $0.624 per share, and the conversion price (70%) was $0.437 per share, for a total of 388,726 shares.