SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HAMBRECHT WILLIAM R

(Last) (First) (Middle)
2500 STEINER STREET

(Street)
SAN FRANCISCO CA 94115

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SALON MEDIA GROUP INC [ SLNM.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2013 J(1) 5,828,571 A $0.35 5,837,596 D
Common Stock 03/01/2013 J(1) 10,968,530 A $0.35 11,393,707 I See Footnote(2)
Series A Preferred Stock 03/01/2013 J(1) 125 D $4,000 0 I See Footnote(3)
Series C Preferred Stock 03/01/2013 J(1) 1,456 D $800 0 I See Footnote(4)
Series D Preferred Stock 03/01/2013 J(1) 647 D $1,200 0 I See Footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options(6) $0.2 02/11/2014 A 10,000 (7) 02/11/2024 Common Stock 10,000 $0 10,000 D
Convertible Debt $0.35 03/01/2013 D $1,397,786 (8) (8) Common Stock 3,993,673 $0 0 I By Hambrecht 1980 Revocable Trust
Explanation of Responses:
1. On March 1, 2013, Salon Media Group, Inc. completed a recapitalization in which all of its convertible notes, related party advances, certain accrued consulting fees, and substantially all shares of its convertible preferred stock were exchanged for an aggregate of approximately 72.87 million shares of its common stock at a price of $0.35 per share. Of the approximately 72.9 million shares of common stock, approximately 26.3 million shares were issued on March 1, 2013. The remaining 46.6 million shares were issued immediately upon shareholder approval of an amendment of the Company's Restated Certificate of Incorporation increasing the Company's total authorized common shares on April 18, 2013. Mr. Hambrecht acquired 16,797,101 shares through conversion of the following: $1,397,786 of convertible notes; $2,040,000 of advances; 125 shares of Series A Preferred stock; 1,456 shares of Series C Preferred stock; 647 shares of Series D Preferred stock.
2. By Hambrecht 1980 Revocable Trust, Sarah & William Hambrecht Foundation, Hamco Capital Corp. and Ironstone Group, Inc.
3. By Hambrecht 1980 Revocable Trust and Sarah & William Hambrecht Foundation
4. By Hambrecht 1980 Revocable Trust, Sarah & William Hambrecht Foundation, Hamco Capital Corp. and Ironstone Group, Inc.
5. By Hambrecht 1980 Revocable Trust
6. Stock options granted pursuant to Salon Media Group, Inc. 2004 Stock Plan, filed as an exhibit to Salon Media Group, Inc.'s Form 10-K on June 26, 2014.
7. 25% of the option shares become exercisable one year from the date of grant, and then ratably over the following 36 months (1/48 per month).
8. Salon issued the convertible debt in several tranches between April 4, 2008 and October 31, 2012. The notes, with various maturities, could be converted at the election of the holder at any time after issuance into shares of Salon's common stock at a pre-determined stock price.
Remarks:
With respect to the transactions dated March 1, 2013, Mr. Hambrecht was required to file a Statement of Changes in Beneficial Ownership on Form 4. The beneficial ownership set forth herein reflects Mr. Hambrecht's current holdings.
/s/ William Robert Hambrecht 09/05/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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