SEC Form 4 · accession 0001078782-17-000085
RVUE HOLDINGS, INC. · RVUE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ROCHE ENTERPRISES LTD
10% Owner
Period of report
Oct 11, 2016
Accepted (ET)
Jan 17, 2017 · 6:37 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 | holding | — | — | — | 143,176,276 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NoteF1,F2,F3 | $0.0026 | Oct 11, 2016 | P | — | A | — | — | Common Stock | 77,277,970 | 77,277,970 | D |
| Warrants | $0.20 | holding | — | — | — | Jul 24, 2012 | Jul 24, 2017 | Common Stock | 5,833,333 | 5,833,333 | D |
Explanation of responses
- F1As 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 2)
- F2(Footnote 1 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.
- F3The 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.