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