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
Viggle Inc. [ VGGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/16/2013 | ||||||||||||||||||||||||||
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 | 09/16/2013 | D | 8,312,699 | D | (1) | 43,657,545 | D | |||
Common Stock | 09/16/2013 | D | 2,064,000 | D | (2) | 43,657,545 | D |
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 (right to buy) | $8 | 09/16/2013 | D | 2,064,000 | 09/16/2013 | 09/16/2018 | Common Stock | 258,000 | (2) | 0 | D | ||||
Series A Preferred Stock | $1.15 | 09/16/2013 | A | 30,536 | 09/16/2013 | 09/16/2018 | Common Stock | 26,552,797 | (3) | 30,536 | D | ||||
Series B Preferred Stock | $1.15 | 09/16/2013 | A | 19,983.2 | 09/16/2013 | 09/16/2018 | Series B Preferred Stock | 17,376,696 | (3) | 19,983.2 | D |
Explanation of Responses: |
1. In a transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, on March 11, 2013, the Reporting Person and the Company entered into an Exchange Agreement pursuant to which the Reporting Person exchanged a promissory note made by the Company and issued to the Reporting Person (the "Original Note") for a new promissory note made by the Company and issued to the Reporting Person at a lower interest rate. These shares were issued in connection with that exchange of promissory notes on March 11, 2013. On September 16, 2013, the Company and the Reporting Person agreed to rescind the original exchange transaction. In a transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder, the Original Note was reinstated and the issuance of these shares was rescinded. |
2. In a transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, on September 16, 2013, the Reporting Person exchanged with the Company these shares, along with the warrants described in Table II hereof, for shares of Series A Preferred Stock and Series B Preferred Stock. |
3. In a transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereof, on September 16, 2013, the Reporting Person exchanged the Original Note for shares of Series A Preferred Stock and Series B Preferred Stock. The number of shares of Series A Preferred Stock and Series B Preferred Stock reflected on Table II results from the exchange of the Original Note as described herein, as well as the exchange of the shares and warrants described in footnote (b) above. |
Remarks: |
The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. All of the transactions reported on this Form 4 are exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. The Reporting Person is a director by deputization of the Issuer (as defined below) for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
/s/ Robert F.X. Sillerman | 09/18/2013 | |
** 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. |