SEC Form 4 · accession 0001140361-15-014587
4Licensing Corp · FOUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wade Massad
Director
Period of report
Feb 3, 2015
Accepted (ET)
Apr 6, 2015 · 6:53 pm EDT
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 | Apr 2, 2015 | X | 12,189 | $0.26 | A | 49,389 | D | |
| Common Stock | Apr 2, 2015 | S | 12,189 | $0.80 | D | 37,200 | D | |
| Common StockF1 | holding | — | — | — | 617,100 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonstatutory Stock Option (right to buy)F2 | $0.26 | Apr 2, 2015 | X | 12,189 | D | — | Feb 27, 2023 | Common Stock | 12,189 | 187,811 | D |
| Common Stock Warrants (right to buy)F3,F4 | $0.65 | Feb 3, 2015 | P | 77,708 | A | Feb 3, 2015 | Mar 25, 2024 | Common Stock | 77,708 | 77,708 | I |
| Common Stock Warrants (right to buy)F5,F4 | $0.73 | Mar 4, 2015 | P | 52,418 | A | Mar 4, 2015 | Mar 25, 2024 | Common Stock | 52,418 | 52,418 | I |
Explanation of responses
- F1Represents 617,100 shares held and or managed by Cleveland Capital Management L.L.C. ("Cleveland Capital"). The Reporting Person is a managing director in Cleveland Capital and may have a pecuniary interest in the shares. The Reporting Person disclaims beneficial ownership of any shares of common stock in which he does not have a pecuniary interest.
- F2The option vested in three equal installments on February 27, 2013, 2014 and 2015.
- F3Represents a warrant to purchase 77,708 shares of Issuer's common stock that was acquired in connection with a transaction by the Issuer that triggered anti-dilution rights previously granted to Cleveland Capital, L.P. No separate consideration was paid by Cleveland Capital, L.P. for the warrant.
- F4The warrant is held by Cleveland Capital, L.P. The general partner of Cleveland Capital, L.P. is Cleveland Capital. The reporting person is a member of Cleveland Capital and may have a pecuniary interest in the warrant and the shares underlying the warrant. The Reporting Person disclaims beneficial ownership of the warrant and any shares underlying the warrant in which he does not have a pecuniary interest.
- F5Represents a warrant to purchase 52,418 shares of Issuer's common stock that was acquired in connection with a transaction by the Issuer that triggered anti-dilution rights previously granted to Cleveland Capital, L.P. No separate consideration was paid by Cleveland Capital, L.P. for the warrant.