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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Bakay Berke

(Last) (First) (Middle)
4975 PRESTON PARK BLVD.
SUITE 775 W

(Street)
PLANO TX 75093

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EDIETS COM INC [ DIET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, $0.001 par value 02/28/2013 D 1,300,000 D (2) 0(1)(2) I See Footnote(1)(2)
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 (right to buy) $0.47 02/28/2013 D 228,724 (3) 11/29/2021 Common Stock 228,724 (6) 0 D
Warrant for the Purchase of Common Stock $1.7675 02/28/2013 D 124,000 (4) 02/07/2014 Common Stock 124,000 (6) 0 I See Footnote(1)
Stock Options (right to buy) $0.55 02/28/2013 D 50,000 (5) 02/16/2022 Common Stock 50,000 (6) 0 D
1. Name and Address of Reporting Person*
Bakay Berke

(Last) (First) (Middle)
4975 PRESTON PARK BLVD.
SUITE 775 W

(Street)
PLANO TX 75093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BBS Capital, LLC

(Last) (First) (Middle)
4975 PRESTON PARK BLVD.
SUITE 775 W

(Street)
PLANO TX 75093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BBS CAPITAL FUND LP

(Last) (First) (Middle)
4975 PRESTON PARK BLVD.
SUITE 775 W

(Street)
PLANO TX 75093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BBS Capital GP, LP

(Last) (First) (Middle)
4975 PRESTON PARK BLVD.
SUITE 775 W

(Street)
PLANO TX 75093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BBS Capital Management, LP

(Last) (First) (Middle)
4975 PRESTON PARK BLVD.
SUITE 775 W

(Street)
PLANO TX 75093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The filing of this Form 4 shall not be construed as an admission that BBS Capital Management, LP ("BBS Management"), BBS Capital GP, LP ("BBS GP"), BBS Capital, LLC ("BBS Capital") or Mr. Berke Bakay are or were for the purpose of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock, par value $0.001 per share ("Common Stock"), of eDiets, Inc. (the "Issuer") owned by BBS Capital Fund, LP (the "Fund"). Mr. Bakay, BBS GP, BBS Management and BBS Capital each disclaim any such beneficial ownership except to the extent of their pecuniary interest.
2. The Fund beneficially owned 1,300,000 shares of Common Stock of the Issuer. These shares were exchanged at the effective time of the merger (the "Merger") for an aggregate of 1,646,710 shares of As Seen On TV, Inc. Common Stock at a conversion ratio of 1.2667 shares of As Seen On TV, Inc. Common Stock per share of eDiets Common Stock, with a market value of $0.48 per share on the effective date of the Merger.
3. Exercisable according to the following vesting schedule: 15,958 beginning on December 31, 2011; 70,213 beginning on November 29, 2012; 70,213 beginning on November 29, 2013 and 72,340 beginning on November 29, 2014.
4. These warrants are immediately exercisable.
5. Exercisable according to the following vesting schedule: 25,000 beginning on May 15, 2012; 12,500 beginning on July 1, 2012 and 12,500 beginning on October 1, 2012.
6. These derivative securities were assumed by As Seen On TV, Inc. at the effective time of the Merger. The exercise price and number of shares issuable upon conversion were converted based upon a conversion ratio of 1.2667.
/s/ Berke Bakay 03/04/2013
** 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.