SEC Form 4 · accession 0001078782-17-000084

RVUE HOLDINGS, INC. · RVUE

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

Reporting owner

Robert W. Roche

Director · 10% Owner

Period of report

Oct 11, 2016

Accepted (ET)

Jan 17, 2017 · 6:30 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001455206

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	holding	—	—		—	143,176,276	I	See footnote
Common Stock	holding	—	—		—	166,666	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Note^F2,F3,F1,F4	$0.0026	Oct 11, 2016	P	201,000	A	—	—	Common Stock	77,277,970	77,277,970	I
Warrants^F1	$0.20	holding	—	—	—	Jul 24, 2012	Jul 24, 2017	Common Stock	5,833,333	5,833,333	I
Options (right to buy)	$0.20	holding	—	—	—	Jun 21, 2011	Dec 21, 2020	Common Stock	200,000	200,000	D

Explanation of responses

F1Securities owned by Roche Enterprises, Ltd., formerly known as Acorn Composite Corp., a corporation of which Mr. Roche is the sole shareholder. Mr. Roche may be deemed to have a pecuniary interest in such securities.
F2As reported in the Company's Current Report on Form 8-K filed with the SEC on October 18, 2016, on October 11, 2016, the Company executed documentation with Roche Enterprises, Ltd., a corporation formerly known as Acorn Composite Corp. and a major shareholder of the Company ("Roche Enterprises"), pursuant to which Roche Enterprises provided the Company with short-term bridge financing in the form of a Senior Secured Convertible Promissory Note in the principal amount of $201,000 (the "Convertible Note"). The Convertible Note contains a maturity date of December 1, 2016, subject to extension by Roche Enterprises, in its sole discretion, by up to an additional three months. The Convertible Note, as originally executed, contained a mutual mistake as to the correct conversion price of the outstanding balance of the note, should Roche Enterprises elect to convert it. (Continued in Footnote 3)
F3(Footnote 2 continued) The Company and Roche Enterprises executed an amended and restated Convertible Note on December 28, 2016 containing the correct conversion price of $0.002601 per share, which is equal to the weighted average conversion price paid by Carebourn Capital, L.P. upon conversion of its promissory note into the equity securities of the Company during 2016. The number of shares of Common Stock issuable upon conversion of the amended and restated Convertible Note may increase to the extent that such conversion includes any accrued interest and fees with respect thereto.
F4The Convertible Note is convertible into common stock at any time. The Convertible Note, as amended and restated on December 28, 2016, no longer contains a liquidation preference.