SEC Form 4 · accession 0001571049-17-003529
Staffing 360 Solutions, Inc. · STAF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 5, 2017
Accepted (ET)
Apr 12, 2017 · 8:03 pm EDT
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,F6,F4,F3 | Apr 5, 2017 | J | 667,905 | $0.00 | A | 2,473,482 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amended Warrant SharesF2,F6,F5,F3 | $1.00 | Apr 5, 2017 | J | 1,377,537 | A | Jul 26, 2017 | Jan 26, 2022 | Common Stock | 1,377,537 | 1,377,537 | D |
| Note Interest Conversion SharesF2,F3 | $1.50 | Apr 5, 2017 | J | 0 | A | — | Jun 8, 2019 | Common Stock | — | 0 | D |
Explanation of responses
- F1Includes 370,921 shares of Common Stock which will be issued to Jackson Investment Group, LLC ("JIG LLC") for its commitment to acquire a $1,650,000 subordinated secured note of the Issuer on April 5, 2017 subject to approval by the shareholders of the Issuer of the issuance of such shares and the Amended Warrant described in footnote 2 below.
- F2On April 5, 2017, JIG LLC acquired 667,905 shares of Common Stock as a commitment fee in connection with the acquisition by JIG LLC of a $1,650,000 subordinated secured note of the Issuer, for which 50% of the accrued interest thereon may be converted into shares of Common Stock at the sole election of JIG LLC prior to the maturity date of June 8, 2019, at a conversion price equal to $1.50 per share (subject to adjustment) and amended the Warrant described in footnote 6 below.
- F3Richard 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.
- F4Total does not include 721 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.
- F5The exercise price under the Amended Warrant is subject to anti-dilution protection, including protection in circumstances where Common Stock is issued pursuant to the terms of certain existing convertible securities, provided that the exercise price shall not be adjusted below a price that is less than the consolidated closing bid price of the Common Stock as reported by the NASDAQ Stock Market on the business day immediately prior to the date of issuance.
- F6On April 5, 2017, in connection with the acquisition of the note described in foonote 2 and for no additional consideration, JIG LLC and the Issuer amended a Warrant previously issued to JIG on January 26, 2017 to increase the number of shares issuable from 3,150,000 shares to 4,527,537 shares of Common Stock and to decrease the exercise price from $1.35 a share to $1.00 a share, subject to adjustment upon any reverse stock split, reclassification or stock split. The amended Warrant is first exercisable on July 26, 2017.
Remarks
This form is filed by both JIG LLC and Richard L. Jackson, the sole manager and controlling owner of JIG LLC.