SEC Form 4 · accession 0001655238-17-000001
TWINLAB CONSOLIDATED HOLDINGS, INC. · TLCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 8, 2017
Accepted (ET)
Mar 16, 2017 · 3:54 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 | Mar 8, 2017 | J | 807,018 | — | A | 90,027,400 | I | See Footnote 1 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (option to buy)F2,F3 | $1.00 | Mar 8, 2017 | P | 869,618 | A | Mar 8, 2017 | Nov 13, 2019 | Common Stock | 869,618 | 869,618 | D |
| Warrant (option to buy)F2,F5,F4 | $0.01 | Mar 8, 2017 | J | 4,960,740 | A | Mar 8, 2017 | Nov 13, 2019 | Common Stock | 4,960,740 | 4,960,740 | I |
| Warrant (option to buy)F2,F6 | $0.01 | Mar 8, 2017 | J | 807,018 | A | Mar 8, 2017 | Nov 13, 2019 | Common Stock | 807,018 | 807,018 | I |
Explanation of responses
- F1In connection with the acquisition by Golisano Holdings LLC of $10M in the aggregate principal amount of loans payable by the Issuer to Penta Mezzanine SBIC Fund I, L.P. ("Penta"), Penta, the record owner of these shares, granted to Golisano Holdings LLC the right to receive 50% of the gross proceeds in excess of $177,544 that Penta may receive upon the sale of these shares so Golisano Holdings LLC and B. Thomas Golisano (the sole member of Golisano Holdings LLC) may be deemed to have a "pecuniary interest" in these shares within the meaning of Rule 16a-1(a)(2).
- F2This warrant was acquired by Golisano Holdings LLC from Penta Mezzanine Fund I, L.P. ("Penta") in connection with the acquisition by Golisano Holdings LLC of $10M in aggregate principal amount of loans payable by the Issuer to Penta.
- F3This warrant is owned directly by Golisano Holdings LLC, a New York limited liability company and a greater than 10% owned of the Issuer, and indirectly by B. Thomas Golisano, the sole member of Golisano Holdings LLC.
- F4The exercise price for this warrant is not on a per share basis, but is for the entire 4,960,740 shares of Common Stock underlying the warrant.
- F5In connection with the acquisition by Golisano Holdings LLC of $10M in the aggregate principal amount of loans payable by the Issuer to Penta Mezzanine SBIC Fund I, L.P. ("Penta"), Penta, the record owner of this warrant, granted to Golisano Holdings LLC the right to receive 50% of the gross proceeds in excess of $1,091,363 that Penta may receive upon the exercise or sale of this warrant and so Golisano Holdings LLC and B. Thomas Golisano (the sole member of Golisano Holdings LLC) may be deemed to have a "pecuniary interest" in this warrant and the underlying shares of Common Stock within the meaning of Rule 16a-1(a)(2).
- F6In connection with the acquisition by Golisano Holdings LLC of $10M in the aggregate principal amount of loans payable by the Issuer to Penta Mezzanine SBIC Fund I, L.P. ("Penta"), Penta, the record owner of this warrant, granted to Golisano Holdings LLC the right to receive 50% of the gross proceeds in excess of $177,544 that Penta may receive upon the exercise or sale of this warrant and so Golisano Holdings LLC and B. Thomas Golisano (the sole member of Golisano Holdings LLC) may be deemed to have a "pecuniary interest" in this warrant and the underlying shares of Common Stock within the meaning of Rule 16a-1(a)(2).