0001181431-14-021502.txt : 20140528 0001181431-14-021502.hdr.sgml : 20140528 20140528182818 ACCESSION NUMBER: 0001181431-14-021502 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140523 FILED AS OF DATE: 20140528 DATE AS OF CHANGE: 20140528 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: U-SWIRL, INC. CENTRAL INDEX KEY: 0001355304 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 432092180 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 BUSINESS ADDRESS: STREET 1: 1175 AMERICAN PACIFIC #C CITY: HENDERSON STATE: NV ZIP: 89074 BUSINESS PHONE: (702) 586-8700 MAIL ADDRESS: STREET 1: 1175 AMERICAN PACIFIC #C CITY: HENDERSON STATE: NV ZIP: 89074 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHY FAST FOOD INC DATE OF NAME CHANGE: 20060307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROCKY MOUNTAIN CHOCOLATE FACTORY INC CENTRAL INDEX KEY: 0000785815 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] STATE OF INCORPORATION: CO FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53130 FILM NUMBER: 14873861 BUSINESS ADDRESS: STREET 1: 265 TURNER DR CITY: DURANGO STATE: CO ZIP: 81301 BUSINESS PHONE: 3032590554 MAIL ADDRESS: STREET 1: 265 TURNER DRIVE CITY: DURANGO STATE: CO ZIP: 81301 4 1 rrd410277.xml X0306 4 2014-05-23 0 0001355304 U-SWIRL, INC. SWRL 0000785815 ROCKY MOUNTAIN CHOCOLATE FACTORY INC 265 TURNER DRIVE DURANGO CO 81303 0 0 1 0 Common Stock 2014-05-23 4 X 0 2472203 .60 A 10813456 D Common Stock 2014-05-23 4 S 0 1906942 .78 D 8906514 D Warrants (Right to Buy) 0.60 2014-05-23 4 X 0 2472203 0 D 2015-10-20 Common Stock 2472203 340297 D On May 23, 2014, the reporting person exercised 2,472,203 warrants to purchase 565,261 shares of SWRL common stock for $0.60 per warrant. The reporting person paid the exercise price on a cashless basis, resulting in SWRL's withholding of 1,906,942 of the shares of common stock to pay the exercise price and issuing to the reporting person the remaining 565,261 shares. The warrants represent the right to acquire up to an aggregate of 2,812,500 shares of common stock of the issuer, such that the reporting person's and its affiliates will continue to beneficially own at least 60% of the aggregate outstanding common stock of the issuer when and if any currently outstanding warrants and options held by others are exercised. The warrants became exercisable immediately upon the exercise of other previously outstanding warrants and options of the issuer. The warrants are part of a block of warrants held by the reporting person pursuant to an agreement dated January 14, 2013 and representing the right to acquire up to an aggregate of 9,110,250 shares of common stock of the issuer. The remaining warrants comprising this block are exercisable immediately upon the exercise of other currently outstanding warrants and options. /s/ Bryan J. Merryman, Chief Financial Officer 2014-05-28