SEC Form 4 · accession 0001654954-18-012318
Bright Mountain Media, Inc. · BMTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W Kip Speyer
Officer — CEO/President/Chairman · Director · 10% Owner
Period of report
Nov 9, 2018
Accepted (ET)
Nov 9, 2018 · 4:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001568385
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 12% convertible promissory notesF1 | — | Nov 7, 2018 | C | — | D | — | — | 12% Series F-1 convertible preferred stock | 2,177,233 | 0 | D |
| 12% Series F-1 convertible preferred stockF1 | — | Nov 7, 2018 | C | 2,177,233 | A | Nov 7, 2018 | Apr 10, 2022 | common stock | 2,177,233 | 2,177,233 | D |
| 6% convertible promissory notesF2 | — | Nov 7, 2018 | C | — | D | — | — | 6% Series F-2 convertible preferred stock | 1,408,867 | 0 | D |
| 6% Series F-2 convertible preferred stockF2 | — | Nov 7, 2018 | C | 1,408,867 | A | Nov 7, 2018 | Jul 27, 2022 | common stock | 1,408,867 | 1,408,867 | D |
| 10% convertible promissory notesF3 | — | Nov 7, 2018 | C | — | D | — | — | 10% Series F-3 convertible preferred stock | 757,917 | 0 | D |
| 10% Series F-3 convertible preferred stockF3 | — | Nov 7, 2018 | C | 757,917 | A | Nov 7, 2018 | Aug 30, 2022 | common stock | 757,917 | 757,917 | D |
Explanation of responses
- F1On November 7, 2018 the reporting person entered into a Note Exchange Agreement (the "Note Exchange Agreement") with Bright Mountain Media, Inc. (the "Issuer") pursuant to which the reporting person exchanged the principal and accrued but unpaid interest due him under 12% convertible promissory notes issued between September 26, 2016 and April 10, 2017, and maturing between September 26, 2021 and April 10, 2022, for 2,177,233 shares of the Issuer's 12% Series F-1 convertible preferred stock. Upon such conversion, the notes were deemed paid in full. The shares of 12% Series F-1 convertible preferred stock are convertible into common stock on an 1:1 basis at any time at the option of the holder, and automatically convert into shares of common stock on April 10, 2022.
- F2On November 7, 2018 the reporting person entered into the Note Exchange Agreement with the Issuer pursuant to which the reporting person exchanged the principal and accrued but unpaid interest due him under 6% convertible promissory notes issued between April 19, 2017 and July 27, 2017, and maturing between April 19, 2022 and July 27, 2022, for 1,408,867 shares of the Issuer's 6% Series F-2 convertible preferred stock. Upon such conversion, the notes were deemed paid in full. The shares of 6% Series F-2 convertible preferred stock are convertible into common stock on an 1:1 basis at any time at the option of the holder, and automatically convert into shares of common stock on July 27, 2022.
- F3On November 7, 2018 the reporting person entered into the Note Exchange Agreement with the Issuer pursuant to which the reporting person exchanged the principal and accrued but unpaid interest due him under 10% convertible promissory notes issued between August 1, 2017 and August 30, 2017, and maturing between August 1, 2022 and August, 2022, for 757,917 shares of the Issuer's 10% Series F-3 convertible preferred stock. Upon such conversion, the notes were deemed paid in full. The shares of 10% Series F-3 convertible preferred stock are convertible into common stock on an 1:1 basis at any time at the option of the holder, and automatically convert into shares of common stock on August 30, 2022.