| 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
MOTRICITY INC [ MOTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2010 | ||||||||||||||||||||||||||
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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 | 12/15/2010 | S | 196,441(1)(2) | D | $18.2596 | 455,892(3) | D(3)(4) | |||
| Common Stock | 12/15/2010 | S | 219,588(5) | D | $18.2917 | 455,892(3) | D(3)(4) | |||
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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 | ||||||||
| Warrants | $14.54 | 11/01/2010 | X | 2,688(7) | (6) | 12/28/2014 | Common Stock | 908 | (8) | 436,689 | D | ||||
| Warrants | $14.54 | 11/12/2010 | X | 1,554(9) | (6) | 12/28/2014 | Common Stock | 769 | (8) | 435,135 | D | ||||
| Warrants | $14.54 | 11/13/2010 | X | 103(10) | (6) | 12/28/2014 | Common Stock | 50 | (8) | 435,032 | D | ||||
| Warrants | $14.54 | 12/01/2010 | X | 426,264(11) | (6) | 12/28/2014 | Common Stock | 217,861 | (8) | 8,768 | D | ||||
| Warrants | $14.54 | (6) | 12/28/2014 | Common Stock | 8,768 | 8,768 | D | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This includes Advanced Equities Investments XXV, LLC 3,891, Advanced Equities Investments XXVI, LLC, 1,272, Advanced Equities Investments XXXV, LLC 1,468, Advanced Equities Motricity Common Investments I, LLC 489, Advanced Equities Motricity Common Investments II, LLC, 13,582, Advanced Equities Motricity Series I Investments, LLC 304, Advanced Equities Motricity Series I Investments II, LLC 1,664, Advanced Equities Triangle Acquisition I, LLC 12,969, Advanced Equities Triangle Acquisition II, LLC 40,909, AEI 2006 Venture Investments I, LLC, 11,439, AEI 2006 Venture Investments II, LLC 26,120, AEI 2006 Venture Investments III, LLC 46, |
| 2. AEI 2006 Venture Investments IV, LLC 26, AEI 2007 Venture Investments III, LLC 65, AEI 2007 Venture Investments IV, LLC 76, AEI Eastern Investments I, LLC 1,213, AEI Eastern Investments II, LLC 10,020, AEI Eastern Investments III, LLC 2,368, AEI Eastern Investments IV, LLC 4,608, AEI Silicon Valley Fund II, LLC 1, AEI Trilogy Fund I, LLC 4,105, AEI Wireless II, LLC 34,715, AEI Wireless III, LLC 4,715, AEI Wireless, LLC 20,376 |
| 3. The remaining shares owned by each entity listed in footnote 1 ( including any shares owned by such LLCs as a result of conversion of Warrants) were distributed to the members of each such entity. All filers disclaim a pecuniary interest in the shares received from the warrants exercised by those LLC, except to the extent of any fee payable to Advanced Equities, Inc. RDKC Investments II, LLC, an entity in which Keith Daubenspeck and Dwight Badger are members, but over which neither has any control, still owns 455,892 shares of Common Stock. |
| 4. No further Non Derivative ownership remains other than Daubenspeck and Badger's ownership interests in RDKC Investments II, LLC |
| 5. These were securities sold by Advanced Equities Financial Corp. which were received through the exercise of |
| 6. Exercisable any day prior to Expiration. |
| 7. This was a partial net exercise of a warrant through which the right to purchase 2,668 shares of Common Stock was surrendered in exchange for 908 shares of Common Stock.. |
| 8. This was a Warrant that was issued by the issuer when it was still publicly held. There are no quotes for it. |
| 9. This was a partial net exercise of a warrant through which the right to purchase 1,554 shares of Common Stock was surrendered in exchange for 769 shares of Common Stock.. |
| 10. This was a partial net exercise of a warrant through which the right to purchase 103 shares of Common Stock was surrendered in exchange for 50 shares of Common Stock.. |
| 11. This was a partial net exercise of a warrant through which the right to purchase 426,264 shares of Common Stock was surrendered in exchange for 217,861 shares of Common Stock.. |
| Remarks: |
| This filing is two of three and represents the second ten of the twenty-eight listed. |
| /s/ Dwight O. Badger | 12/15/2010 | |
| ** 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. | ||