SEC Form 4/A · accession 0001144204-15-057187
TWINLAB CONSOLIDATED HOLDINGS, INC. · TLCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
David L Van Andel
Director · 10% Owner
Period of report
Sep 10, 2015
Accepted (ET)
Sep 29, 2015 · 4:42 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 | Sep 10, 2015 | X | 12,987,012 | $0.385 | A | 31,502,340 | I | owned through a Trust |
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 | $0.385 | Sep 10, 2015 | X | 12,987,012 | D | Jun 2, 2015 | Sep 30, 2017 | Common stock, par value $0.001 | 12,987,012 | 0 | I |
| Put Option (right to sell)F4,F1,F3 | $0.385 | Sep 10, 2015 | P | 1 | A | Oct 15, 2015 | Mar 15, 2016 | Common stock, par value $0.001 | 12,987,012 | 1 | I |
Explanation of responses
- F1These shares, warrant and put 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.
- F2The warrant was issued to the Trust pursuant to a Stock Purchase Agreement, dated as of June 2, 2015.
- F3The Put Option terminates upon the earlier of (a) the Issuer's closing of the transaction to purchase the equity interests of Organic Holdings, LLC pursuant to the Unit Purchase Agreement previously referenced in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 19, 2015, as the same may be amended by the parties thereto; (b) the purchase by one or more investors of the Issuer's common stock, in an aggregate amount of at least $25,000,000, including both the purchase price paid for any common stock as well as the exercise price of any contingent warrants issued in connection therewith, assuming full exercise thereof; or (c) March 15, 2016.
- F4The Put Option was issued to the Trust (i) pursuant to a Put Agreement Related To Exercise of Warrant 2015-17, dated as of September 9, 2015, and (ii) in accordance with the exercise of the warrant disclosed herein.