SEC Form 4 · accession 0001553350-15-001404
SOCIAL REALITY, Inc. · SRAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Miglino
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Dec 28, 2015
Accepted (ET)
Dec 30, 2015 · 4:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001538217
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1 | Dec 28, 2015 | J | 200,000 | — | D | 5,600,000 | I | See footnote |
| Class A common stockF2 | Dec 28, 2015 | J | 100,000 | — | D | 5,500,000 | I | See footnote |
| Class A common stockF2,F3 | Dec 28, 2015 | G | 73,794 | — | D | 5,426,206 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represented shares of Social Reality, Inc.'s Class A common stock issued to Universal Curve LLC under the terms of the Share Acquisition and Exchange Agreement dated December 19, 2014 by and between Social Reality, Inc., Five Delta, Inc. and the stockholders of Five Delta, Inc. (the "Five Delta Agreement"). Under the terms of the Five Delta Agreement, these shares were deposited in escrow and were subject to forfeiture if certain post closing conditions, as set forth in the Five Delta Agreement, are not satisfied. While these shares were held in escrow, Mr. Miglino held voting power over such shares. On December 28, 2015, following the satisfaction of the post closing conditions, the shares were released from the escrow account.
- F2Represented shares of Social Reality, Inc.'s Class A common stock issued to Brock Pierce under the terms of the Five Delta Agreement. Under the terms of the Five Delta Agreement, these shares were deposited in escrow and were subject to forfeiture if certain post closing conditions, as set forth in the Five Delta Agreement, were not satisfied. While these shares were held in escrow, Mr. Miglino held voting power over such shares. On December 28, 2015, following the satisfaction of the post closing conditions, the shares were released from the escrow account.
- F3Represents shares of Social Reality, Inc.'s Class A common stock contributed as a charitable gift by Mr. Miglino. The market value of Social Reality's Class A common stock on the date of such gift was $107,001.30; however, Mr. Miglino did not receive any cash consideration for the gift of these shares.