SEC Form 4 · accession 0001354488-15-002088
Function(x) Inc. · FNCX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert F X Sillerman
Officer — Chairman and CEO · Director · 10% Owner
Period of report
May 1, 2015
Accepted (ET)
May 5, 2015 · 4:00 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 StockF12,F11 | May 1, 2015 | M | 31,018 | — | A | 37,268 | D | |
| Common StockF1 | holding | — | — | — | 8,230,623 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF12,F11 | — | May 1, 2015 | M | 31,018 | D | — | — | Common Stock | 31,018 | 124,072 | D |
| Warrants (right to buy)F2,F1 | $1.78 | holding | — | — | — | — | — | Common Stock | 350,000 | 350,000 | I |
| Series C Convertible Preferred StockF1,F3 | $4.00 | holding | — | — | — | — | — | Common Stock | 2,500,000 | 10,000 | I |
| Warrants (right to buy)F4,F1 | $3.51 | holding | — | — | — | Oct 24, 2014 | Oct 24, 2019 | Common Stock | 225,000 | 225,000 | I |
| Warrants (right to buy)F5,F1 | $2.98 | holding | — | — | — | Nov 25, 2014 | Nov 25, 2019 | Common Stock | 150,000 | 150,000 | I |
| Warrants (right to buy)F6,F1 | $3.63 | holding | — | — | — | Dec 15, 2014 | Dec 15, 2019 | Common Stock | 775,000 | 775,000 | I |
| Warrants (right to buy)F7 | $80.00 | holding | — | — | — | Mar 11, 2013 | Mar 11, 2018 | Common Stock | 125,000 | 125,000 | D |
| Warrants (right to buy)F8 | $55.20 | holding | — | — | — | Sep 16, 2013 | Sep 18, 2018 | Common Stock | 62,500 | 62,500 | I |
| Warrants (right to buy)F9 | $80.00 | holding | — | — | — | — | — | Common Stock | 175,563 | 175,563 | I |
| Restricted Stock UnitF10 | — | holding | — | — | — | — | — | Common Stock | 6,250 | 6,250 | D |
Explanation of responses
- F1Held by Sillerman Investment Company III LLC (?SIC III?), of which the Reporting Person is the manager and sole member.
- F10Restricted stock units in respect of 6,250 shares of Common Stock granted pursuant to the Company?s 2011 Executive Incentive Plan. These restricted stock units will vest on February 24, 2016. Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock.
- F11Restricted 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, 2016, May 1, 2017, May 1, 2018 and May 1, 2019. Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date.
- F12The grant and vesting of these units are exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 thereunder.
- F2Warrants to purchase 350,000 shares of common stock, par value $0.001 per share of the Issuer at an exercise price of $1.78 per share issued to SIC III in connection with SIC III?s purchase of 7,000 shares of Series C Convertible Preferred Stock. The warrants will expire five years after issuance.
- F3SIC 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. Therefore, the 10,000 shares of Series C Convertible Preferred Stock are convertible into 2,500,000 shares of the Issuer?s common stock. Such shares are convertible upon issuance and for a period of five years thereafter.
- F4Warrants previously acquired by SIC III, exercisable at $3.51 per share.
- F5Warrants previously acquired by SIC III, exercisable at $2.98 per share.
- F6Warrants previously acquired by SIC III, exercisable at $3.63 per share.
- F7Warrants previously acquired by the Reporting Person, exercisable at $80.00 per share.
- F8Warrants 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.
- F9Warrants previously acquired by SIC II, of which the Reporting Person is the manager and sole member, exercisable at $80.00 per share.