SEC Form 4 · accession 0001078782-17-000140

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

Jan 31, 2017

Accepted (ET)

Feb 1, 2017 · 4:16 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 Note^F1,F2,F5	$0.0026	Jan 31, 2017	P	—	A	—	—	Common Stock	30,757,401	30,757,401	D
Convertible Note^F3,F4,F5	$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 Press Release dated January 31, 2017, 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 $80,000 (the "January 2017 Convertible Note"). The January 2017 Convertible Note matures 30 days following the date on which a final drawdown of funds under the January 2017 Convertible Note occurs, which final drawdown will occur in March 2017, but is subject to extension by up to an additional three months, in the sole discretion of Roche Enterprises. (Continued)
F2(Footnote 1 Continuation) The conversion price is $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 January 2017 Convertible Note may increase, to the extent that such conversion reflects any accrued interest and fees with respect thereto.
F3As 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, 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 "2016 Convertible Note"). The 2016 Convertible Note contained an original maturity date of December 1, 2016 but on November 30, 2016, Roche Enterprises exercised its right to extend the maturity date, in its sole discretion, by up to an additional three months. The 2016 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)
F4(Footnote 3 Continuation) The Company and Roche Enterprises executed an amended and restated 2016 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 2016 Convertible Note, as amended and restated on December 28, 2016, no longer contains a liquidation preference. The number of shares of Common Stock issuable upon conversion of the 2016 Convertible Note, as amended and restated, may increase, to the extent that such conversion reflects any accrued interest and fees with respect thereto.
F5Each of the 2016 Convertible Note, as amended and restated, and the January 2017 Convertible Note is convertible into Common Stock at any time.