SEC Form 4/A · accession 0001520138-15-000295

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

Darin Richard Pastor

10% Owner

Period of report

May 19, 2015

Accepted (ET)

Jun 17, 2015 · 8:46 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^F1	May 19, 2015	S	263,157	$0.76	D	15,577,879	I	By corporation
Common Stock^F1	May 21, 2015	S	855,263	$0.76	D	14,722,616	I	By corporation
Common Stock^F1	May 28, 2015	S	246,049	$0.76	D	14,476,567	I	By corporation

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Third-party call option (right to buy)	$1.00	May 19, 2015	S	263,157	D	Jun 9, 2015	Jun 9, 2018	Common Stock, par value $0.001	263,157	0	I
Third-party call option (right to buy)	$1.00	May 21, 2015	S	855,263	D	Jun 9, 2015	Jun 9, 2018	Common Stock, par value $0.001	855,263	0	I
Third-party call option (right to buy)	$1.00	May 28, 2015	S	246,049	D	Jun 9, 2015	Jun 9, 2018	Common Stock, par value $0.001	246,049	0	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	I
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	I
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	I
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	I
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	I
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	I

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. Capstone is filing a separate Form 4 to reflect these same transactions.