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
DOLPHIN DIGITAL MEDIA INC [ DPDM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/04/2016 | ||||||||||||||||||||||||||
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 | 03/04/2016 | J | 614,682(1) | A | (2) | 614,682(1) | I | By Dolphin Entertainment, Inc. | ||
Common Stock | 09/15/2016 | P | 100 | A | $6.75 | 950,169(1) | D | |||
Common Stock | 1,242,104(1) | I | By Dolphin Digital Media Holdings, LLC |
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 | ||||||||
Series B Convertible Preferred Stock | (3)(4) | 03/07/2016 | J(3) | 115,000(1) | (4) | (4) | Common Stock | 115,000(1) | (5) | 2,185,000(1)(4) | I | By Dolphin Entertainment, Inc. |
Explanation of Responses: |
1. The Issuer completed a 20-to-1 reverse stock split effective May 10, 2016. The amount stated represents the post-split adjusted amount. Fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. |
2. On March 4, 2016, the Issuer entered into a debt-for-equity exchange with Dolphin Entertainment, Inc., an entity wholly owned by the Reporting Person. Pursuant to the exchange, $3,073,410 in aggregate amount of principal and interest was exchanged at $5.00 per share, for 614,682 shares of Common Stock. |
3. On March 7, 2016, a merger was completed among the Issuer, DDM Merger Sub, Inc., Dolphin Entertainment, Inc. and Dolphin Films, Inc., pursuant to which the Issuer acquired Dolphin Films Inc. (the ?Merger?). As part of the Merger consideration, the Issuer issued 115,000 shares of Series B Convertible Preferred Stock to Dolphin Entertainment, Inc. |
4. Each share of Series B Convertible Preferred Stock is convertible into nineteen (19) shares of Common Stock at any time and has no expiration date |
5. The shares of Series B Convertible Preferred Stock were received in exchange for shares of Dolphin Films, Inc. in connection with the Merger. |
/s/ William O?Dowd IV | 09/19/2016 | |
** 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. |