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
NEULION, INC. [ NLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/29/2016 | ||||||||||||||||||||||||||
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(1) | 03/29/2016 | P | 63,930 | A | $0.7821(2) | 13,075,791 | D | |||
Common Stock | 03/29/2016 | P | 1,500,000 | A | $0.8695(3) | 14,575,791 | D | |||
Common Stock | 22,820,650 | I | By AvantaLion LLC(4) | |||||||
Common Stock | 128,020 | I | By trust for benefit of grandchild(5) | |||||||
Common Stock | 128,020 | I | By trust for benefit of grandchild(5) | |||||||
Common Stock | 15,534,956 | I | By JK&B Capital V Special Opportunity Fund, L.P.(6) | |||||||
Common Stock | 40,206,096 | I | By spouse(7) | |||||||
Restricted Common Stock | 750,000(8) | I | By spouse(7) | |||||||
Restricted Common Stock | 750,000(9) | I | By spouse(7) |
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 |
Explanation of Responses: |
1. Mr. Wang purchased these shares from J. Christopher Wagner, the Executive Vice President, Marketplace Strategy, of NeuLion. |
2. The purchase price of each share was $0.7821, which was the 5 day volume weighted average price of NeuLion's common stock on the Toronto Stock Exchange ending March 28, 2016. |
3. Multiple same-way open market purchases effected on the same day within a one dollar price range are reported on this line. The figure in the price column is the weighted average purchase price for these transactions. These trades were executed on the Aequitas NEO Exchange, Alpha ATS, Nasdaq CX, Nasdaq CX2, TriAct MATCH Now, Omega ATS, Canadian Securities Exchange and the Toronto Stock Exchange, and the purchase prices were in Canadian dollars. The purchase price per share for each trade was between Cdn$1.09 and Cdn$1.16. The purchase prices were converted to US dollars by the executing broker, Merrill Lynch, at a rate of 0.7591. The reporting person undertakes to provide, upon request by the Commission staff, NeuLion, Inc., or a security holder of NeuLion, Inc., full information regarding the number of shares purchased at each separate price. |
4. AvantaLion LLC is a Delaware limited liability company controlled by Mr. Wang. |
5. Mr. Wang is the trustee for the two trusts and his grandchildren are the beneficiaries of the trusts. |
6. JK&B Capital V Special Opportunity Fund, L.P. is a limited partnership that is not controlled by Mr. Wang, who has a pecuniary interest of 85% in such fund. |
7. Mr. Wang disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Wang is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
8. The reporting person's spouse was granted these restricted shares subject to the terms of the Amended and Restated NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan. The restricted shares vest at a rate of one-quarter of their allotted amount per year over four years. Vesting began on March 7, 2016. |
9. The reporting person's spouse was granted these restricted shares subject to the terms of the Amended and Restated NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan. The restricted shares vest at a rate of one-quarter of their allotted amount per year over four years. Vesting began on May 18, 2015. |
Remarks: |
/s/ Roy E. Reichbach, attorney-in-fact | 03/31/2016 | |
** 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. |