SEC Form 4 · accession 0000947871-16-001269
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Shanda Media LTD
10% Owner
SHANDA ASSET MANAGEMENT HOLDINGS Ltd
10% Owner
Premium Lead Co Ltd.
10% Owner
Tian Qiao Chen
10% Owner
Period of report
Jun 14, 2016
Accepted (ET)
Jun 16, 2016 · 9:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001409970
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 14, 2016 | P | 1,000,000 | $4.29 | A | 30,047,930 | I | See footnote |
| Common StockF1,F2 | Jun 16, 2016 | P | 3,391,440 | $4.75 | A | 33,439,370 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call OptionF3,F2 | $4.00 | Jun 14, 2016 | P | 1,300,000 | A | Jun 14, 2016 | Jun 17, 2016 | Common Stock | 1,300,000 | 18,299,900 | I |
| Call OptionF3,F2 | $3.00 | Jun 14, 2016 | P | 1,300,000 | A | Jun 14, 2016 | Jun 17, 2016 | Common Stock | 1,300,000 | 18,299,900 | I |
Explanation of responses
- F1Does not include any Common Stock beneficially owned through derivative securities.
- F2The securities disclosed in this Form 4 are directly held by Shanda Asset Management Holdings Limited. Mr. Tianqiao Chen is the sole shareholder of Shanda Media Limited. Shanda Media Limited owns 70% of all outstanding and issued shares of Premium Lead Company Limited which is the sole shareholder of Shanda Technology Overseas Capital Company Limited. Shanda Technology Overseas Capital Company Limited is the sole shareholder of Shanda Asset Management Holdings Limited. Therefore each of Shanda Media Limited, Premium Lead Company Limited, Shanda Technology Overseas Capital Company Limited and Shanda Asset Management Holdings Limited may be deemed to be the beneficial owners of such securities.
- F3Represents the amount of Common Stock acquired or beneficially owned through derivative securities, as applicable.