SEC Form 4 · accession 0001477932-17-000058

Spotlight Innovation Inc. · STLT

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

Reporting owner

Michael Kemery

10% Owner

Period of report

Dec 31, 2016

Accepted (ET)

Jan 5, 2017 · 6:50 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 Stock^F2,F1	Dec 31, 2016	C	1,666,667	—	A	4,684,343	I	By LLC
Common Stock^F3,F1	Dec 31, 2016	C	948,948	—	A	5,633,291	I	By LLC
Common Stock^F4,F1	Dec 31, 2016	C	194,363	—	A	5,827,654	I	By LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
8% Convertible Note^F2,F1	—	Dec 31, 2016	C	1,666,667	D	Dec 31, 2015	—	Common Stock	1,666,667	0	I
Convertible Note^F3,F1	—	Dec 31, 2016	C	948,948	D	Dec 19, 2016	—	Common Stock	948,948	0	I
Convertible Note^F4,F1	—	Dec 31, 2016	P	194,363	A	Dec 31, 2016	—	Common Stock	194,363	194,363	I
Common Stock Purchase Warrant^F5,F1	$1.20	Dec 31, 2016	P	212,500	A	Dec 31, 2016	Dec 31, 2018	Common Stock	212,500	212,500	I
Convertible Note^F4,F1	—	Dec 31, 2016	C	194,363	D	Dec 31, 2016	—	Common Stock	194,363	0	I

Explanation of responses

F1Based on 50% of total held by K4 Enterprises, LLC ("K4"), which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K4 and in such capacity holds voting and dispositive power over the securities held by such entity.
F2This number is rounded to the nearest whole number. Represents 50% of the total number of shares (3,333,333) issued upon conversion of an 8% promissory note, in the principal amount of $2,500,000, originally issued to K4 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. The number of shares reported as securities underlying the Refinanced Note does not include shares issuable upon conversion of accrued interest.
F3This number is rounded to the nearest whole number. Represents 50% of the total number of shares (1,897,896) issued upon conversion of a 6% promissory note, in the principal amount of $830,000 owned by K4. The conversion price is 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.
F4This number is rounded to the nearest whole number. Represents 50% of the total number of shares issuable upon conversion of a 6% promissory note in the principal amount of $170,000 owned by K4 (the "Note"). The Note 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.
F5Based on 50% of the total held by K4, 425,000, which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K4 and in such capacity holds voting and dispositive power over the securities held by such entity.