SEC Form 4 · accession 0001213900-16-014569
Nixxy, Inc. · NIXX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Jay Solomon
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Dec 16, 2015
Accepted (ET)
Jun 29, 2016 · 10:24 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001462223
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 16, 2015 | P | 27,798 | $0.90 | A | 892,676 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 4% Convertible NoteF2 | $0.02 | Dec 16, 2015 | J | 97,796,695 | A | Dec 16, 2015 | Dec 1, 2020 | Common Stock | 97,796,695 | — | D |
| Option to Purchase 4% Convertible NoteF3,F4 | $0.02 | Dec 17, 2015 | J | 4,889,834 | D | Dec 17, 2015 | Dec 1, 2020 | Common Stock | 4,889,834 | 0 | D |
| 4% Convertible NoteF5 | $0.02 | Jan 27, 2016 | J | 4,889,834 | A | Dec 16, 2015 | Dec 1, 2020 | Common Stock | 4,889,834 | — | D |
Explanation of responses
- F1Reporting person, Michael Jay Solomon received 27,798 shares of common stock in exchange for payment of past due invoices of $25,000 on behalf of the issuer.
- F2Represents convertible note in aggregate principal of $1,955,933.91 and accruing interest at 4.0% per annum issued in exchange for a promissory note held by reporting person for the same amount (principal and interest). The note is convertible into common stock and may be converted on demand by the holder, subject to certain beneficial ownership limitations.
- F3Represents an option issued to a third-party to purchase up to 5% of the outstanding principal and interest of the 4% convertible note held by reporting person at an aggregate price of $10.00.
- F4The amount of shares of common stock underlying the option is equal to 5% of the outstanding principal and interest on the date of the notice of exercise by the option holder.
- F5Represents the cancellation of the option to purchase the 4% convertible note held by a third-party and as described in Footnotes (3) and (4) above. The amount of the note and shares issuable pursuant to conversion thereunder are based on the principal amount on the date of issuance of the note.