SEC Form 3 · accession 0001571049-16-012202
Seven Stars Cloud Group, Inc. · SSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Period of report
Dec 31, 2015
Accepted (ET)
Feb 26, 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 | 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 | $2.75 | holding | — | — | — | — | Dec 21, 2017 | Common Stock | 1,818,182 | — | D |
| Convertible Promissory NoteF1,F3 | — | 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 Sun Seven Stars Hong Kong Cultural Development Limited ("SSSHKCD"), and were assigned to SSSHKCD from its indirect parent Beijing Sun Seven Stars Culture Development Limited ("SSS"). SSS still beneficially owns the shares and other securities reported on its Form 3 filed on December 31, 2015 and amended on February 25, 2016. Shanghai Sun Seven Stars Cultural Development Limited ("SSSSCD") is the sole shareholder of SSSHKCD, Tianjin Sun Seven Stars Culture Development Limited ("TSSSCD") is the sole shareholder of SSSSCD and SSS is the sole shareholder of TSSSCD. Each of TSSSCD and SSSSCD shares voting and dispositive power over the securities held by SSSHKCD; however, each of TSSSCD and SSSSCD disclaims beneficial ownership of the securities held by SSSHKCD except to the extent of each such entity's pecuniary interests therein.
- F2The 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.
- F3The 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) Exhibit 24.3 - Power of Attorney (filed herewith)