SEC Form 4 · accession 0001144204-15-046038
TWINLAB CONSOLIDATED HOLDINGS, INC. · TLCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas A Tolworthy
Officer — CEO & President · Director · 10% Owner
Period of report
Jul 31, 2015
Accepted (ET)
Aug 4, 2015 · 1:50 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 $0.001F2,F3,F4,F5,F6 | Jul 31, 2015 | J | 8,447,370 | $0.00 | D | 121,764,867 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The reporting person contributed the shares of common stock that are the subject of this Form 4 to the Issuer pursuant to that certain Subscription and Surrender Agreement, dated as of September 3, 2014, by and between Twinlab Consolidation Corporation ("TCC"), now a wholly-owned subsidiary of the Issuer, and the reporting person, which Agreement was assumed by the Issuer on September 16, 2014 (the "Subscription & Surrender Agreement").
- F2The shares contributed to the Issuer as described in note (1) above, were contributed for no additional consideration.
- F3The reporting person acquired 104,000,000 shares in TCC on November 4, 2013 pursuant to a Restricted Stock Purchase Agreement. The shares issued were subject to time vesting only. Half the shares vested on the purchase date and the remaining half vest in 24 equal monthly installments.
- F4TCC became a wholly-owned subsidiary of the Issuer pursuant to a merger on September 16, 2014 (the "Merger"). Pursuant to the Merger, each share of TCC's common stock, par value $0.0001 per share, was converted on a one-for-one basis into shares of the Issuer's common stock, subject to the same vesting conditions as the previously owned TCC common shares. 6,500,014 shares of common stock remain unvested as of the date of this filing. Unvested shares are bought back at par value if the reporting person ceases to be employed by the Issuer.
- F5The reporting person acquired 1 share of TCC Series A Preferred Stock ("TCC Preferred Stock") on September 3, 2014 pursuant to the Subscription & Surrender Agreement. Pursuant to the Merger, each share of TCC Preferred Stock was exchanged for 26,870,132 shares of the Issuer's common stock.
- F6The reporting person also has a contingent agreement to acquire up to 3,493,450 shares of the Issuer's outstanding common stock if a certain pending acquisition transaction does not close. Such shares are not included in the shares described above as owned by the reporting person.