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
Cool Holdings, Inc. [ AWSM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/22/2018 | ||||||||||||||||||||||||||
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 | 08/15/2018 | C | 361,018(1) | A | $3.68 | 486,032 | I | By ICFR LLC(2) | ||
Common Stock | 08/17/2018 | A | 41,672(3) | A | $3.82 | 527,704 | I | By ICFR 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 | ||||||||
Promissory Notes | $3.68 | 06/22/2018 | A | 361,018 | (4) | (4) | Common Stock | 361,018 | $0.0000 | 361,018 | I | By ICFR LLC(2) | |||
Promissory Notes | $3.68 | 08/15/2018 | C | 361,018 | (5) | (5) | Common Stock | 361,018 | $0.0000 | 0.0000 | I | By ICFR LLC(2) |
Explanation of Responses: |
1. Issuance of shares pursuant to the terms of the Exchange Agreement described in footnote 4. |
2. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
3. Issuance of shares to the reporting person pursuant to (i) the Agreement and Plan of Merger, dated July 25, 2017, and as amended thereafter, by and among the issuer, Cooltech Holding Corp., a Nevada corporation ("Cooltech"), and InfoSonics Acquisition Sub, Inc., a Nevada corporation and wholly owned subsidiary of the issuer (the transactions contemplated thereby, the "Merger") and (ii) exercise of the option evidenced by the Option Agreement, dated January 5, 2018, and as amended thereafter, by and between OneClick International, LLC, a Florida limited liability company, and Delavaco Partners Inc., an Ontario corporation, issued in connection with the Merger. |
4. In connection with the issuer's assumption of obligations of Cooltech under promissory notes held by the reporting person ("Exchange Notes"), the reporting person entered into an Exchange Agreement as of June 22, 2018 with the issuer, pursuant to which the Exchange Notes could be surrendered for shares of common stock of the issuer, based on a per share price of $3.68. |
5. Surrender of Exchange Notes for shares of common stock. |
/s/ Vernon A. LoForti, Attorney-in-fact | 08/30/2018 | |
** 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. |