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
NAKED BRAND GROUP INC. [ NAKD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/03/2015 | ||||||||||||||||||||||||||
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 | 07/03/2015 | X(1) | 333,334 | A | $0.1 | 516,974 | D | |||
Common Stock | 07/03/2015 | X(1) | 571,994 | A | $0.1 | 571,994 | I | CDS Holdings LLC(2) |
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 | ||||||||
Warrant (right to buy) | $0.15 | 06/10/2014 | D(1) | 333.334 | (3) | 06/10/2019 | Common Stock | 333,334 | $0 | 0 | D | ||||
Warrant (right to buy) | $0.1 | 07/03/2015 | A(1) | 333.334 | (3) | 07/03/2015 | Common Stock | 333,334 | $0 | 333,334 | D | ||||
Warrant (right to buy | $0.1 | 07/03/2015 | X(1) | 333.334 | (3) | 07/03/2015 | Common Stock | 333,334 | $0 | 0 | D | ||||
Warrant (right to buy | $0.15 | 06/10/2014 | D(1) | 571,994 | (3) | 06/10/2019 | Common Stock | 571,994 | $0 | 0 | I | CDS Holdings LLC(2) | |||
Warrant (right to buy | $0.1 | 07/03/2015 | A(1) | 571,994 | (3) | 07/03/2015 | Common Stock | 571,994 | $0 | 571,994 | I | CDS Holdings LLC(2) | |||
Warrant (right to buy | $0.1 | 07/03/2015 | X(1) | 571,994 | (3) | 07/03/2015 | Common Stock | 571,994 | $0 | 0 | I | CDS Holdings LLC(2) |
Explanation of Responses: |
1. On June 10, 2014, the reporting person acquired from the issuer a warrant to purchase 333,334 shares of the issuer's common stock and CDS Holdings LLC ("CDS") acquired from the issuer a warrant to purchase 571,994 shares of the issuer's common stock (the "Warrants"). The original exercise price of each Warrant was $0.15 per share. On July 3, 2015 (the "Effective Date"), pursuant to privately negotiated transactions, the issuer and the reporting person (acting on his own behalf and on behalf of CDS) agreed to reduce the exercise price of the Warrants to $0.10 per share and exercised each Warrant as to all of the shares exercisable thereunder at such reduced exercise price. These transactions on the Effective Date are reported herein as (i) a disposition of each Warrant; (ii) the acquisition of warrants for 333,334 and 571,994 shares, each having a $0.10 per share exercise price; and (iii) the exercise of such warrants for 333,334 and 571,994 shares at a $0.10 per share exercise price. |
2. The reporting person is the member manager of CSD Holdings LLC. |
3. These warrants are exercisable at any time. |
/s/ David P. Hochman | 07/07/2015 | |
** 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. |