SEC Form 4 · accession 0001144204-15-035482
TWINLAB CONSOLIDATED HOLDINGS, INC. · TLCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David L Van Andel
Director · 10% Owner
Period of report
Jun 2, 2015
Accepted (ET)
Jun 4, 2015 · 3:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001590695
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| common stock, par value $0.001F1 | Jun 2, 2015 | P | 3,289,474 | $0.76 | A | 18,515,328 | I | owned through a Trust |
| common stock, par value $0.001F2 | Jun 2, 2015 | P | 3,289,474 | $0.76 | A | 29,879,474 | I | owned through a limited liability company |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F2,F1,F3 | $0.385 | Jun 2, 2015 | J | 12,987,012 | A | Jun 2, 2015 | Sep 30, 2017 | Common stock, par value $0.001 | 12,987,012 | 12,987,012 | I |
| Warrant (right to buy)F5,F2,F1 | $0.01 | Jun 2, 2015 | J | 3,289,474 | A | Jun 2, 2015 | May 31, 2020 | Common stock, par value $0.001 | 3,289,474 | 3,289,474 | I |
| Warrant (right to buy)F2 | $0.01 | Jun 2, 2015 | J | 3,289,474 | A | Jun 2, 2015 | May 31, 2020 | Common stock, par value $0.001 | 3,289,474 | 3,289,474 | I |
| Warrant (right to buy) | $0.76 | Jun 2, 2015 | D | 5,777,411 | D | Sep 5, 2014 | Sep 5, 2017 | Common stock, par value $0.001 | 5,777,411 | 0 | D |
Explanation of responses
- F1These shares and warrants are owned by the David L. Van Andel Trust u/a dated November 30, 1993 (the "Trust"), of which the reporting person is the sole trustee and the principal beneficiary.
- F2These shares and warrants are owned by Little Harbor, LLC, a Nevada limited liability company ("LH LLC"), of which the reporting person is the sole manager and a holder as sole trustee of the David L. Van Andel Trust u/a dated November 30, 1993 of 80.5% of the membership interests. The reporting person disclaims beneficial ownership of any shares held by LH LLC that would exceed his percentage interest in LH LLC.
- F3The per share exercise price is subject to adjustment under certain circumstances.
- F4The warrants were issued to the Trust pursuant to a Stock Purchase Agreement, dated as of June 2, 2015.
- F5The number of shares issuable upon exercise of the warrant is subject to adjustment under certain circumstances.
- F6The warrant was issued to LH LLC pursuant to a Stock Purchase Agreement, dated as of June 2, 2015. The reporting person disclaims beneficial ownership of any shares issuable to LH LLC under the warrant that would exceed his percentage interest in LH LLC. See Note 2.
- F7The warrant was canceled by mutual agreement of the reporting person and the issuer. LH LLC was issued the warrants described above as consideration for the cancellation.