SEC Form 4 · accession 0001144204-18-060546
Staffing 360 Solutions, Inc. · STAF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 15, 2018
Accepted (ET)
Nov 16, 2018 · 5:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001499717
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F5,F6 | Nov 15, 2018 | J | 300,000 | $0.00 | A | 2,374,204 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series E Convertible Preferred StockF3,F5 | $1.78 | Nov 15, 2018 | J | 13,000 | A | Oct 31, 2020 | — | Common Stock | 7,293,000 | 13,000 | D |
| Series E-1 Convertible Preferred StockF4,F5 | $1.66 | Nov 15, 2018 | J | 650 | A | Nov 15, 2020 | — | Common Stock | 391,566 | 650 | D |
Explanation of responses
- F1On November 15, 2018, Jackson Investment Group, LLC ("JIG LLC") acquired 300,000 shares of Common Stock as a commitment fee in connection with a transaction whereby JIG LLC exchanged $13,000,000 in outstanding principal (such outstanding principal amount, the "Debt Exchange Amount") of the total outstanding principal amount under that certain 12% Senior Secured Promissory Note due September 15, 2020, dated September 15, 2017 (the "Secured JIG Note") for the Company's issuance to JIG LLC of 13,000 shares of a new senior series of convertible Preferred Stock of the Company ("Series E Preferred Stock") (the "Debt Exchange").
- F2In connection with the Debt Exchange, JIG LLC and the Issuer amended that certain Amended and Restated Warrant, dated April 25, 2018, as amended by Amendment No. 1 to the Amended and Restated Warrant Agreement, dated August 27, 2018, by entering into that certain Amendment No. 2 to the Amended and Restated Warrant Agreement, dated November 15, 2018 between the Company and JIG LLC (the "A&R Warrant"). The A&R Warrant entitles JIG LLC to acquire up to 905,508 shares of Common Stock at $1.66 per share and may be exercised subject to the terms and conditions thereof, at any time before January 26, 2024. These shares are included as being beneficially owned in Table 1.
- F3Series E Preferred Stock is convertible into Common Stock of the Company at the holder's option at any time from and after the earlier of October 31, 2020 or the occurrence of certain events of default as set forth in the Series E Certificate of Designation. Each share of Series E Preferred Stock is initially convertible into 561 shares of the Company's common stock, which reflects a conversion price of $1.78.
- F4Holders of Series E Preferred Stock are also entitled to receive in-kind dividends (the "PIK Dividends") payable in shares of Series E-1 Preferred Stock of the Company (the "Series E-1 Preferred Stock") which have the same terms and preferences as Series E Preferred Stock except that they are subject to mandatory redemption by the Company under certain circumstances at par plus accrued and unpaid dividends and they will be cancelled if the Company completes the redemption of all shares of Series E Preferred Stock on or prior to October 31, 2020. The PIK Dividends accrue at a rate of 5% per annum, resulting in 650 shares of Series E-1 Preferred Stock being accrued in each full year, which would have a stated value of $650,000 and would be convertible into 391,566 shares of Common Stock at the $1.66 conversion price, subject to the forfeiture and cancelation provision described above.
- F5Richard L. Jackson, the sole manager and controlling owner of JIG LLC, may be deemed the indirect beneficial owner, but he disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F6Total does not include 144 shares of common stock personally owned by Richard L. Jackson, the chief executive officer of JIG LLC. These shares are directly and beneficially owned by Richard L. Jackson, one of the Reporting Persons; however, they are not owned by JIG LLC, the designated Reporting Person.
Remarks
This form is filed by both JIG LLC and Richard L. Jackson, the sole manager and controlling owner of JIG LLC.