SEC Form 5 · accession 0001628280-17-001295
JRjr33, Inc. · JRJR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William John Philip Rochon
Officer — Vice Chairman · Director · 10% Owner
Period of report
Dec 31, 2016
Accepted (ET)
Feb 14, 2017 · 1:30 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 | Feb 10, 2017 | G | 69,000 | $0.00 | D | 5,579,260 | D | |
| Common StockF1 | Dec 12, 2016 | G | 51,750 | $0.00 | A | 166,812 | I | By Trust |
| Common StockF4 | Dec 12, 2016 | G | 103,500 | $0.00 | A | 270,312 | I | By Trust |
| Common StockF1 | Dec 12, 2016 | G | 17,250 | $0.00 | A | 17,250 | I | Joint Ownership with Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The transactions reported in this Form 4 involved gifts of an aggregate of 69,000 shares of JRjr33, Inc. common stock, par value $0.0001 per share (the "Common Stock") by the reporting person consisting of: (i) an aggregate of 51,750 shares to three separate trusts for the benefit of his three children (the "Trusts") with 17,250 shares gifted to each Trust, and (ii)17,250 shares gifted to the reporting person's spouse. The reporting person is the sole trustee of the Trusts and, therefore, is deemed to indirectly beneficially own such 51,750 shares gifted to the Trusts as well as the 17,250 shares gifted to his spouse.
- F2Includes (i) 1,141,760 shares of Common Stock held directly by the reporting person; (ii) 1,237,500 shares of Common Stock held by The William John Philip Rochon 2010 Dynasty Trust, of which the reporting person is the sole trustee; and (iii) 3,200,000 shares of Common Stock held by Richmont Capital Partners V LP, of which Richmont Street, LLC is its Managing General Partner, an entity controlled by the reporting person, which shares are also separately reported as beneficially owned by Richmont Capital Partners V LP.
- F3As previously disclosed in filings with the Securities and Exchange Commission, Richmont Capital Partners V LP, Richmont Street, LLC, Mr. John Rochon, Jr., Rochon Capital Partners Ltd. ("Rochon Capital"), John Rochon Management, Inc. ("JRM") and Mr. John P. Rochon may be deemed to be members of a group for voting purposes under the Securities Exchange Act of 1934, as amended. As such, Richmont Capital Partners V LP, Richmont Street, LLC and the reporting person may also be deemed to indirectly beneficially own the 14,162,500 shares of Common Stock held directly in the aggregate by Rochon Capital, JRM, and Mr. John P. Rochon.
- F4This transaction involved a gift of an aggregate of 103,500 shares of Common Stock to the Trusts by Rochon Capital. The reporting person is the sole trustee of the Trusts and, therefore, is deemed to indirectly beneficially own such shares.