SEC Form 4 · accession 0000940128-16-000002
Function(x) Inc. · FNCX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert F X Sillerman
Director · 10% Owner
Period of report
Jun 3, 2016
Accepted (ET)
Jun 15, 2016 · 3:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000725876
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 3, 2016 | M | 22,580,645 | — | A | 30,811,268 | I | See Footnote (2) |
| Common Stock | holding | — | — | — | 37,268 | D | ||
| Common StockF3 | holding | — | — | — | 8,750,000 | I | See Footnote (3) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF1,F2,F12 | — | Jun 3, 2016 | M | 7,000 | D | — | — | Common Stock | 22,580,645 | 3,000 | I |
| Restricted Stock UnitF4 | — | holding | — | — | — | — | — | Common Stock | 93,054 | 93,054 | D |
| Warrants (right to buy)F5,F2 | $1.78 | holding | — | — | — | Mar 16, 2015 | Mar 16, 2020 | Common Stock | 350,000 | 350,000 | I |
| Warrants (right to buy)F6,F2 | $3.51 | holding | — | — | — | Oct 24, 2014 | Oct 24, 2019 | Common Stock | 225,000 | 225,000 | I |
| Warrants (right to buy)F7,F2 | $2.98 | holding | — | — | — | Nov 25, 2014 | Nov 25, 2019 | Common Stock | 150,000 | 150,000 | I |
| Warrants (right to buy)F8,F2 | $3.63 | holding | — | — | — | Dec 15, 2014 | Dec 15, 2019 | Common Stock | 775,000 | 775,000 | I |
| Warrants (right to buy)F9 | $80.00 | holding | — | — | — | Mar 11, 2013 | Mar 11, 2018 | Common Stock | 125,000 | 125,000 | D |
| Warrants (right to buy)F10 | $55.20 | holding | — | — | — | Sep 16, 2013 | Sep 16, 2018 | Common Stock | 62,500 | 62,500 | I |
| Warrants (right to buy)F11,F9 | $80.00 | holding | — | — | — | — | — | Common Stock | 175,563 | 175,563 | I |
Explanation of responses
- F1SIC III previously purchased 10,000 shares of the Issuer's Series C Convertible Preferred Stock. 7,000 shares of Series C Convertible Preferred Stock were exchanged for 22,580,645 shares of the Issuer's common stock in a transaction exempt from the provisions of Section 16(b) pursuant to Rule 16b-3.
- F10Warrants previously acquired by Sillerman Investment Company II, LLC ("SIC II"), of which the Reporting Person is the manager and sole member, exercisable at $55.20 per share.
- F11Warrants previously acquired by SIC II, exercisable at $80.00 per share.
- F12SIC III purchased 10,000 shares of the Issuer's Series C Convertible Preferred Stock at a price of $1,000 per share. Each share has a stated value of $1,000 and is convertible into common stock at a conversion price of $4 per share. Such shares are convertible upon issuance and for a period of five years thereafter. 7,000 shares of Series C Convertible Preferred Stock were issued on March 16, 2015 and are convertible through March 16, 2020, at which time they are subject to mandatory redemption by the Issuer. 3,000 shares of Series C Convertible Preferred Stock were issued on November 25, 2014 and are convertible through November 25, 2019, at which time they are subject to mandatory redemption by the Issuer.
- F2Held by Sillerman Investment Company III LLC ("SIC III"), of which the Reporting Person is the manager and sole member.
- F3Held by Sillerman Investment Company IV, LLC, of which the Reporting Person is the manager and sole member. These shares were acquired in a transaction exempt from the provisions of Section 16(b) pursuant to Rule 16b-3.
- F4Restricted stock units in respect of 155,090 shares of Common Stock granted pursuant to the Company's 2011 Executive Incentive Plan. These restricted stock units vested as to 31,018 shares on May 1, 2015 and an additional 31,018 shares will vest on each of May 1, 2017, May 1, 2018 and May 1, 2019. Each restricted stock unit represents the right to receive, at settlement, 1 share of common stock. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date.
- F5Warrants previously acquired by SIC III, exercisable at $1.78 per share.
- F6Warrants previously acquired by SIC III, exercisable at $3.51 per share.
- F7Warrants previously acquired by SIC III, exercisable at $2.98 per share.
- F8Warrants previously acquired by SIC III, exercisable at $3.63 per share.
- F9Warrants previously acquired by the Reporting Person, exercisable at $80.00 per share.