SEC Form 3 · accession 0001094891-15-000067

Propel Media, Inc. · PROM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Feb 2, 2015

Accepted (ET)

Feb 2, 2015 · 3:25 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001622822

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	holding	—	—		—	10,091,409	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (right to buy)^F2,F3	$0.20	holding	—	—	—	—	Jul 1, 2018	Common Stock	2,400,000	—	D
Common Stock Purchase Warrants^F4	$0.825	holding	—	—	—	Apr 30, 2014	Apr 29, 2019	Common Stock	45,455	—	D

F1On October 10, 2014, Kitara Holdco Corp. (the "Issuer"), Kitara Media Corp. ("Kitara") and Kitara Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of the Issuer, entered into an Agreement and Plan of Reorganization (the "Merger Agreement"), pursuant to which, and subject to the terms and conditions thereof, on January 26, 2015 (the "Closing Date") Merger Sub merged with and into Kitara, with Kitara surviving the merger as a wholly-owned subsidiary of the Issuer. On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the merger, Mr. Regular acquired 10,091,409 shares of common stock of the Issuer (the "Common Stock") in exchange for the same number of shares he previously beneficially held in Kitara.
F2The stock options were assumed by Holdco in the Merger.
F3The stock options vest quarterly over a four-year period commencing on July 1, 2013.
F4The Common Stock Purchase Warrants were assumed by Holdco in the Merger.