SEC Form 5 · accession 0001628280-17-001122
JRjr33, Inc. · JRJR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rochon Capital Partners Ltd
10% Owner
Period of report
Dec 31, 2016
Accepted (ET)
Feb 10, 2017 · 5:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001403085
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Feb 10, 2017 | G | 172,500 | $0.00 | D | 12,342,500 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This transaction involved a gift of an aggregate of 172,500 shares of JRjr33, Inc. common stock, par value $0.0001 per share (the "Common Stock") by Rochon Capital Partners Ltd. ("Rochon Capital") to five separate trusts for the benefit of John P. Rochon's grandchildren (the "Trusts").
- F2In addition to the 12,327,500 reported shares, which are owned directly by Rochon Capital, John Rochon Management, Inc. ("JRM") directly owns 37,500 shares of Common Stock. Also, pursuant to a voting agreement between Rochon Capital and The Tamala L. Lonaberger Revocable Trust, Rochon Capital has the right, until March 18, 2018, to vote all of the shares held by The Tamala L. Longaberger Revocable Trust. As of the date of this report, The Tamala L. Longaberger Revocable Trust owns 1,625,000 shares of Common Stock. These shares are not included in the shares of Common Stock included in this report.
- F3As the sole shareholder of JRM, Mr. Rochon may be deemed to have indirect beneficial ownership of the 37,500 shares owned by JRM; and because of JRM's control as the sole general partner of Rochon Capital, Mr. Rochon and JRM may be deemed to have indirect beneficial ownership of all of the shares of Common Stock held by Rochon Capital.
- F4As previously disclosed in filings with the Securities and Exchange Commission, Rochon Capital, JRM, Mr. Rochon, Richmont Capital Partners V LP, Richmont Street, LLC and Mr. John Rochon, Jr. may be deemed to be members of a group for voting purposes under the Securities Exchange Act of 1934, as amended. As such, Rochon Capital, JRM, and Mr. Rochon may also be deemed to indirectly beneficially own the 5,763,322 shares of Common Stock held by in the aggregate by Richmont Capital Partners V LP, Richmont Street, LLC and Mr. John Rochon, Jr.
Remarks
This report is filed jointly by Rochon Capital, JRM, and John P. Rochon. John P. Rochon is the sole shareholder of JRM and a limited partner of Rochon Capital. JRM is the sole general partner of Rochon Capital.