SEC Form 4/A · accession 0001213900-18-004105
LiveOne, Inc. · LVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 22, 2018 | P | 1,000 | $3.99 | A | 15,000 | D | |
| Common Stock | Mar 26, 2018 | P | 700 | $3.85 | A | 15,700 | D | |
| Common StockF1,F2,F3,F4 | holding | — | — | — | 17,331,130 | I | See Footnotes |
Table II — derivative securities
Explanation of responses
- F1Includes (i) 6,861,020 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) 716,216 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)
- F2(continued from footnote 1) (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 has the right to convert at the conversion price of $3.00 per share as a result of the Issuer's public offering completed on December 27, 2017. Accordingly, securities owned by these entities may be regarded as being beneficially owned by the Reporting Person.
- F3Each 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.
- F4Does 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.
Remarks
This Form 4/A amends and replaces in its entirety the Form 4 filed by the Reporting Person with the U.S. Securities and Exchange Commission on March 28, 2018. This Form 4/A is filed solely to correct the (i) total number of shares of the Issuer's common stock reported as indirectly beneficially owned by the Reporting Person, due to the inadvertent reporting error for the number of shares of the Issuer's common stock previously reported as beneficially owned by Trinad Capital and Trinad Management that has now been corrected in footnote 1 above and (ii) typographical error with respect to the transaction date for the Reporting Person's purchase of 700 shares of the Issuer's common stock. No other changes have been made to the original Form 4.