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*
(Street)
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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)
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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)
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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) | 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) | |||||||||||||||
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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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |