SEC Form 4 · accession 0001213900-17-013748
LiveOne, Inc. · LVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert S Ellin
Officer — CEO and Chairman · Director · 10% Owner
Period of report
Dec 27, 2017
Accepted (ET)
Dec 29, 2017 · 4:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001491419
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Dec 27, 2017 | P | 700,000 | $4.00 | A | 17,700,505 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares were purchased by Trinad Capital Master Fund, Ltd. in the Issuer's underwritten Public Offering (as defined below) completed on December 27, 2017.
- F2Includes (i) 6,161,020 shares of the Issuer's common stock (the "Common Stock") owned by Trinad Capital Master Fund, Ltd. ("Trinad Capital"), as the Reporting Person, the Managing Director and Portfolio Manager of Trinad Capital, is deemed to have sole voting and dispositive power over such shares, (ii) 1,085,591 shares of Common Stock owned by Trinad Capital Management, LLC ("Trinad Management"), as the Reporting Person, the Managing Member of Trinad Management, is deemed to have sole voting and dispositive power over such shares, (iii) 6,814,210 shares of Common Stock owned by JJAT Corp. ("JJAT"), an entity owned by the Reporting Person, as the Reporting Person is deemed to have sole voting and dispositive power over such shares, (continued to footnote 2)
- F3(Continued from footnote 2) (iv) 1,213,210 shares of Common Stock owned by the Robert Ellin Profit Sharing Plan (the "Profit Sharing Plan"), as the Reporting Person, the trustee of the Profit Sharing Plan, is deemed to have sole voting and dispositive power over such shares, and (v) 1,726,474 shares of Common Stock issuable upon conversion of the Issuer's convertible notes held by Trinad Capital, which Trinad Capital shall have the right to convert at the conversion price of $4.00 per share upon the consummation of the Issuer's public offering (the "Public Offering") pursuant to the Issuer's Registration Statement on Form S-1, as amended (File No. 333-217893), including the preliminary prospectus contained therein, filed by the Issuer with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, a free writing prospectus filed with the SEC on December 21, 2017 and a final prospectus dated December 22, 2017 (the "Public Offering"). Accordingly, securities owned by these entities may be regarded as being beneficially owned by the Reporting Person.
- F4Each of the Reporting Person and Trinad Management disclaim beneficial ownership of the reported securities except for the (i) Reporting Person's and Trinad Management's pecuniary interest therein, (ii) direct beneficial ownership of Trinad Management as reported herein, (iii) indirect interest of Trinad Management by virtue of being the Managing Director and Portfolio Manager of Trinad Capital, (iv) indirect interest of the Reporting Person by virtue of being a member of Trinad Management, (v) indirect interest of the Reporting Person by virtue of being a shareholder of JJAT, and (vi) indirect interest of the Reporting Person by virtue of being a member of Trinad Capital. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F5Does not include 4,496,962 shares of Common Stock held by a family trust and family foundation as to which the Reporting Person does not exercise voting or dispositive power.