SEC Form 3 · accession 0001493152-16-012035
FuboTV Inc. · FUBO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alexander Bafer
Officer — Chairman & CDO · Director · 10% Owner
Period of report
Jul 25, 2016
Accepted (ET)
Aug 5, 2016 · 1:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001484769
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 13,890,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF4,F5,F3 | — | holding | — | — | — | — | — | Common Stock | 25,500,000 | — | I |
Explanation of responses
- F113,890,000 shares of Common Stock, par value $0.0001 per share, owned directly by Reporting Person that are held in street name and certificated form.
- F2Pursuant to the terms of that certain Agreement for Chairman of the Board of Directors ("Chairman Agreement"), dated July 25, 2016, between the Issuer and Alexander Bafer (the Reporting Person), the Issuer issued to Mr. Bafer 510,000 shares of Series A Preferred Stock, which shares were immediately vested in consideration of the services to be rendered by Mr. Bafer under the Chairman Agreement.
- F3The Issuer issued 12,750,000 shares of Series C Preferred Stock, par value $0.0001 per share, to Brick Top Holdings, Inc. in exchange for 12,750,000 shares of Common Stock of Recall Studios, Inc. held by Brick Top Holdings, Inc. Each share of Series C Preferred Stock is convertible into two shares of Common Stock of Issuer provided that this option is not exercisable until there are sufficient shares of Common Stock authorized for the conversion of all of the Series C Preferred Stock. There is no exercise price/additional consideration for exercising the Series C Preferred Stock and there is no expiration date as to the right to convert the Series C Preferred Stock into Common Stock. Each share of Series C Preferred Stock has one vote per share on all matters submitted to a vote of our stockholders.
- F4Brick Top Holdings, Inc. is the direct beneficial owner of 12,750,000 shares of Series C Preferred Stock and 1,990,000 shares of Series A Preferred Stock. Alexander Bafer is the sole owner of Brick Top Holdings, Inc. and is, therefore, an indirect beneficial owner of 12,750,000 shares of Series C Preferred Stock and 1,990,000 shares of Series A Preferred Stock.
- F5The Issuer issued 1,990,000 shares of Series A Preferred Stock, par value $0.0001 per share, to Brick Top Holdings, Inc. in exchange for 748,334 shares of Class A Preferred Stock of Recall Studios, Inc. held by Brick Top Holdings, Inc. Series A Preferred Stock has 100-to-1 voting preference where every one share of Series A Preferred Stock is equivalent in votes to one hundred shares of Common Stock. Series A Preferred Stock are not convertible into Common Stock.