SEC Form 3 · accession 0001014108-15-000043
4Licensing Corp · FOUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Leslie G. Rudd
10% Owner
Period of report
Jan 30, 2015
Accepted (ET)
Feb 25, 2015 · 6:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000058592
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF1 | holding | — | — | — | 769,231 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option Shares (right to buy)F2,F3,F1 | $0.65 | holding | — | — | — | Jan 30, 2015 | Jan 30, 2025 | Common Stock, $0.01 par value | 6,923,077 | — | D |
| Common Stock Purchase Warrant (right to buy)F2,F3,F1 | $0.72 | holding | — | — | — | Jan 30, 2015 | Jan 30, 2025 | Common Stock, $0.01 par value | 1,538,462 | — | D |
| Common Stock Purchase Warrant (right to buy)F2,F3,F1 | $0.72 | holding | — | — | — | Jan 30, 2015 | — | Common Stock, $0.01 par value | 6,923,077 | — | D |
Explanation of responses
- F1The Reporting Persons, Leslie G. Rudd and the Leslie G. Rudd Living Trust U/T/A dated March 31, 1999 (the "Living Trust"), may be deemed to have shared beneficial ownership of the securities being reported in this Form 3. The Living Trust, for which Mr. Rudd serves as the trustee, beneficially owns directly all of the securities being reported by the Reporting Persons in this Form 3. The Living Trust is a revocable living trust established for the benefit of certain beneficiaries, including certain of Mr. Rudd's immediate family members.
- F2On January 30, 2015, the Issuer, entered into a Securities Purchase Agreement with the Living Trust, pursuant to which the Issuer (i) agreed to issue to the Living Trust (a) 769,231 shares (the "Initial Shares") of Common Stock, and (b) warrants (the "Initial Warrants") to purchase up to an additional 1,538,462 shares of Common Stock at an exercise price of $0.72 per share (the "Exercise Price") for an aggregate purchase price of $500,000 (the "Initial Offering") and (ii) granted the Living Trust an option, which expires on January 30, 2015, to purchase in one or more transactions up to an additional (a) 6,923,077 shares of Common Stock and (ii) warrants (the "Option Warrants") to purchase up to an additional 6,923,077 shares of Common Stock at the Exercise Price for an aggregate purchase price of $4,500,000 in one or more transactions.
- F3The Initial Warrants are and, upon issuance, the Option Warrants will be, exercisable immediately and expire ten years from the date of issuance. On January 30, 2015, the Initial Offering closed and the Issuer issued and sold to the Living Trust the Initial Shares and the Initial Warrants.