SEC Form 4 · accession 0000947871-16-001291

Happen, Inc. · HAPN

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owners

10% Owner

10% Owner

10% Owner

10% Owner

10% Owner

Period of report

Jun 17, 2016

Accepted (ET)

Jun 21, 2016 · 9:25 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 Stock^F1,F2	Jun 17, 2016	P	6,000,000	$5.00	A	57,739,270	I	See Footnote
Common Stock^F1,F2	Jun 17, 2016	P	12,499,900	$4.00	A	57,739,270	I	See Footnote
Common Stock^F1,F2	Jun 17, 2016	P	5,800,000	$3.00	A	57,739,270	I	See Footnote

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Put Option (obligation to buy)^F3,F4,F5	$4.00	Jun 17, 2016	E	2,500,000	D	May 10, 2016	Jun 17, 2016	Common Stock	2,500,000	I
Put Option (obligation to buy)^F3,F4,F5	$4.00	Jun 17, 2016	E	800,000	D	May 11, 2016	Jun 17, 2016	Common Stock	800,000	I
Put Option (obligation to buy)^F3,F4,F5	$5.00	Jun 17, 2016	X	4,000,000	D	May 9, 2016	Jun 17, 2016	Common Stock	4,000,000	I
Put Option (obligation to buy)^F3,F4,F5	$5.00	Jun 17, 2016	X	2,000,000	D	May 10, 2016	Jun 17, 2016	Common Stock	2,000,000	I
Call Option (right to buy)^F3,F4,F2	$4.00	Jun 17, 2016	X	8,113,900	D	May 11, 2016	Jun 17, 2016	Common Stock	8,113,900	I
Call Option (right to buy)^F3,F4,F2	$4.00	Jun 17, 2016	X	3,086,000	D	May 12, 2016	Jun 17, 2016	Common Stock	3,086,000	I
Call Option (right to buy)^F3,F4,F2	$3.00	Jun 17, 2016	X	4,500,000	D	May 12, 2016	Jun 17, 2016	Common Stock	4,500,000	I
Call Option (right to buy)^F3,F4,F2	$3.00	Jun 17, 2016	X	1,300,000	D	Jun 14, 2016	Jun 17, 2016	Common Stock	1,300,000	I
Call Option (right to buy)^F3,F4,F2	$4.00	Jun 17, 2016	X	1,300,000	D	Jun 14, 2016	Jun 17, 2016	Common Stock	1,300,000	I

F1Purchased pursuant to the exercise of options described in Table II.
F2The securities disclosed in this Form 4 (except for Put Options set forth in Table II) 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 Mr. Tianqiao Chen, 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 that may be acquired or beneficially owned through derivative securities, as applicable.
F4Option has either expired or been exercised, as applicable.
F5The Put Options set forth in Table II represent an obligation on the part of Shanda Asset Management Holdings Limited to buy the underlying Common Stock from the holders of such options, at such holders' discretion.