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
chatAND, Inc. [ CHAA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2014 | ||||||||||||||||||||||||||
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 | 02/10/2014 | C | 2,052,366 | A | $0.1 | 2,188,730 | I | Endicott Management Partners, LLC(1) | ||
Common Stock | 02/10/2014 | C | 977,272 | A | $0.15 | 3,166,002 | I | Endicott Management Partners, LLC(1) | ||
Common Stock | 02/10/2014 | P | 98,310 | A | $0.1 | 3,264,312 | I | Endicott Management Partners, LLC(1) | ||
Common Stock | 02/10/2014 | G(3) | 2,223,250 | A | $0 | 5,487,562 | I | Endicott Management Partners, LLC(1) |
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 | ||||||||
5% Senior Secured Convertible Note | $0.1 | 02/10/2014 | C(2) | 1 | 06/17/2011 | (2) | Common Stock | 2,052,366 | $0 | 0 | I | Endicott Management Partners, LLC(1) | |||
Warrant to Purchase Shares of Common Stock | (2) | 02/10/2014 | C | 977,272 | 06/17/2011 | 06/17/2016 | Common Stock | 977,272 | $0 | 0 | I | Endicott Management Partners, LLC(1) |
Explanation of Responses: |
1. The Reporting Person is a Principal of Endicott Management Partners, LLC ("Endicott"). The Reporting Person may be deemed to beneficially own the securities held by Endicott. |
2. Represent conversion of a 5% Senior Secured Convertible Note (the "Note"), issued on June 17, 2011, into shares of common stock of chatAND, Inc. (the "Company"). The Note was issued in connection with the Company's private placement of up to $850,000 which closed on June 17, 2011 (the "2011 Financing"). In connection with the 2011 Financing, 977,272 warrants were issued to Endicott (the "Warrants"). The Note was initially due on June 17, 2012. Endicott agreed with the Company on various occasions to extend the due dates of the Note, the latest extension until November 14, 2013. The Company was subsequently in default under the Note. On February 10, 2014, the board of directors (the "Board") of the Company approved by unanimous written consent the conversion of the Warrants at no additional consideration in exchange for forgiveness of the default interest on the Note. |
3. On February 10, 2014, the Chief Executive Officer of the Company gifted an aggregate of 10,954,537 shares of Common Stock to certain shareholders of the Company, including 2,223,250 shares to Endicott. |
/s/ Kenneth Londoner | 07/25/2014 | |
** 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. |