Statement of Changes in Beneficial Ownership (4)
07 December 2015 - 9:31PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SILLERMAN ROBERT F X
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2. Issuer Name
and
Ticker or Trading Symbol
Viggle Inc.
[
VGGL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman and CEO
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(Last)
(First)
(Middle)
C/O VIGGLE INC., 902 BROADWAY, 11TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2015
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(Street)
NEW YORK, NY 10010
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8230623
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I
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See footnote
(1)
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Common Stock
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37268
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D
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Common Stock
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12/3/2015
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A
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8750000
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A
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$0.47
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8750000
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I
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See footnote
(12)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(11)
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(11)
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(11)
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Common Stock
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124072
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124072
(11)
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D
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Warrants (right to buy)
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$1.78
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3/16/2015
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3/16/2020
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Common Stock
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350000
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350000
(2)
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I
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See footnote
(1)
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Series C Convertible Preferred Stock
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$4.00
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(3)
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(3)
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Common Stock
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2500000
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10000
(3)
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I
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See footnote
(1)
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Warrants (right to buy)
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$3.51
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10/24/2014
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10/24/2019
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Common Stock
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225000
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225000
(4)
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I
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See footnote
(1)
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Warrants (right to buy)
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$2.98
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11/25/2014
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11/25/2019
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Common Stock
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150000
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150000
(5)
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I
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See footnote
(1)
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Warrants (right to buy)
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$3.63
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12/15/2014
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12/15/2019
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Common Stock
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775000
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775000
(6)
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I
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See footnote
(1)
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Warrants (right to buy)
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$80
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3/11/2013
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3/11/2018
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Common Stock
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125000
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125000
(7)
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D
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Warrants (right to buy)
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$55.2
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9/16/2013
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9/16/2018
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Common Stock
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62500
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62500
(8)
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I
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See footnote
(8)
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Warrants (right to buy)
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$80
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(9)
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(9)
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Common Stock
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175563
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175563
(9)
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I
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See footnote
(9)
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Restricted Stock Unit
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(10)
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(10)
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(10)
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Common Stock
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6250
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6250
(10)
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D
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Explanation of Responses:
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(
1)
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Held by Sillerman Investment Company III LLC (?SIC III?), of which the Reporting Person is the manager and sole member.
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(
2)
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Warrants previously acquired by SIC III, exercisable at $1.78 per share.
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(
3)
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SIC 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. 7,000 shares of Series C Convertible Preferred Stock were issued on March 16, 2015 and were convertible on that date. Those shares are thus 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 were convertible on that date. Those shares are thus convertible through November 25, 2019, at which time they are subject to mandatory redemption by the Issuer.
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(
4)
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Warrants previously acquired by SIC III, exercisable at $3.51 per share.
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(
5)
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Warrants previously acquired by SIC III, exercisable at $2.98 per share.
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(
6)
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Warrants previously acquired by SIC III, exercisable at $3.63 per share.
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(
7)
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Warrants previously acquired by the Reporting Person, exercisable at $80.00 per share.
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(
8)
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Warrants 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.
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(
9)
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Warrants previously acquired by SIC II, of which the Reporting Person is the manager and sole member, exercisable at $80.00 per share.
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(
10)
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Restricted 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.
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(
11)
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Restricted 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.
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(
12)
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Held 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 thereunder.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SILLERMAN ROBERT F X
C/O VIGGLE INC.
902 BROADWAY, 11TH FLOOR
NEW YORK, NY 10010
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X
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X
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Chairman and CEO
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Signatures
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/s/ Robert F.X. Sillerman
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12/7/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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