SEC Form 4 · accession 0001520138-15-000268
TWINLAB CONSOLIDATED HOLDINGS, INC. · TLCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
CAPSTONE FINANCIAL GROUP, INC.
10% Owner
Period of report
May 19, 2015
Accepted (ET)
Jun 1, 2015 · 3:19 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 StockF1 | May 19, 2015 | S | 263,157 | $0.76 | D | 15,446,165 | D | |
| Common StockF1 | May 21, 2015 | S | 855,263 | $0.76 | D | 14,590,902 | D | |
| Common StockF1 | May 28, 2015 | S | 138,157 | $0.76 | D | 14,452,745 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Put option (right to sell) | $0.775 | May 28, 2015 | P | 51,973,684 | A | Mar 28, 2015 | Oct 31, 2017 | Common Stock, par value $0.001 | 51,973,684 | 0 | D |
| Series A Warrant (right to buy) | $0.76 | May 28, 2015 | S | 51,973,684 | D | Oct 1, 2014 | Oct 31, 2017 | Common Stock, par value $0.001 | 51,973,684 | 0 | D |
| Series B Warrant (right to buy)F3 | $0.76 | May 28, 2015 | S | 4,368,421 | D | Oct 1, 2014 | Oct 31, 2017 | Common Stock, par value $0.001 | 4,368,421 | 18,000,000 | D |
| Contingent Call Option (right to buy) | $0.01 | May 28, 2015 | S | 1,000,000 | D | Apr 1, 2016 | May 1, 2016 | Common Stock, par value $0.001 | 1,000,000 | 1,000,000 | D |
| Contingent Call Option (right to buy) | $0.01 | May 28, 2015 | S | 1,500,000 | D | Aug 1, 2016 | Aug 31, 2016 | Common Stock, par value $0.001 | 1,500,000 | 1,500,000 | D |
| Contingent Call Option (right to buy) | $0.01 | May 28, 2015 | S | 1,500,000 | D | Dec 1, 2016 | Dec 31, 2016 | Common Stock, par value $0.001 | 1,500,000 | 1,500,000 | D |
Explanation of responses
- F1In addition, Capstone Financial Group, Inc. exercised third-party call options for at least a further 1,498,500 shares on February 23, 2015, but the optionors of such shares have not yet honored the exercise. When they do, this Form 4 will be amended to reflect the additional shares.
- F2For further information regarding these transactions and the securities involved, please refer to the Current Report on Form 8-K filed by Capstone Financial Group, Inc. on May 29, 2015.
- F3As a part of this transaction, the remaining warrants were deemed to be divided into four tranches, each with an associated date beyond which it would no longer be exercisable: one tranche for 2,000,000 warrant shares (no longer exercisable after November 30, 2015); one tranche for 4,000,000 warrant shares (no longer exercisable after March 31, 2016); one tranche for 6,000,000 warrant shares (no longer exercisable after July 31, 2016); and another tranche for 6,000,000 warrant shares (no longer exercisable after November 30, 2016). For further information, please refer to the Current Report on Form 8-K filed by Capstone Financial Group, Inc. on May 29, 2015.
Remarks
All securities reported on this Form 4 are owned directly by Capstone Financial Group, Inc. and indirectly by Darin Richard Pastor, the CEO and majority stockholder of Capstone. Pastor is filing a separate Form 4 to reflect these same transactions.