SEC Form 3/A · accession 0001571049-16-012120
Seven Stars Cloud Group, Inc. · SSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 3/A). It replaces an earlier filing for the same period.
Period of report
Dec 21, 2015
Accepted (ET)
Feb 25, 2016 · 4:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000837852
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 4,545,454 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1,F2,F3 | $2.75 | holding | — | — | — | — | Dec 21, 2017 | Common Stock | 1,818,182 | — | D |
| Convertible Promissory NoteF1,F2,F4 | — | holding | — | — | — | — | May 21, 2016 | Common Stock | 9,208,860 | — | D |
Explanation of responses
- F1The shares of common stock, warrant to purchase shares of common stock and convertible promissory note are held directly by Beijing Sun Seven Stars Culture Development Limited ("SSS"). Bruno Wu is the spouse of Lan Yang and serves as the Chairman, Chief Executive Officer and Director of SSS and shares voting and dispositive power over the securities held by SSS; however, he disclaims beneficial ownership of the securities held by SSS except to the extent of his pecuniary interests therein. Tianjin Sun Seven Stars Partnership Management Co. Ltd. ("TSSS") is the direct controlling shareholder of SSS and shares voting and dispositive power over the securities held by SSS; however, TSSS disclaims beneficial ownership of the securities held by SSS except to the extent of its pecuniary interests therein.
- F2Lan Yang is the direct controlling shareholder and the Chairperson of TSSS and shares voting and dispositive power over the securities held by SSS; however, she disclaims beneficial ownership of the securities held by SSS except to the extent of her pecuniary interests therein.
- F3The warrant is exercisable at any time, provided that absent receipt of shareholder approval, the warrant may not be exercised to the extent that such exercise would result in the holder beneficially owning more than 19.99% of the issuer's outstanding common stock.
- F4The convertible promissory note has a stated principal amount of $17.7 million and bears interest at the rate of 0.56% per annum, and will automatically convert into 9,208,860 shares of common stock upon receipt of shareholder approval of conversion. Until shareholder approval is received, the convertible promissory note may not be converted to the extent that such conversion would result in the holder beneficially owning more than 19.99% of the issuer's outstanding common stock.
Remarks
Exhibit 24.1 - Power of Attorney (filed herewith) Exhibit 24.2 - Power of Attorney (filed herewith). This amendment is being filed solely to include each of Tianjin Sun Seven Stars Partnership Management Co., Ltd. and Lan Yang as a reporting person of the original Form 3 filed on December 31, 2015. No other changes to the original Form 3 filing are made by this amendment.