X0306 4 2015-10-23 0 0000058592 4Licensing Corp FOUR 0001166152 PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. 1924 SOUTH UTICA, SUITE 1120 TULSA OK 74104 0 0 1 0 0001127429 FROHLICH PHIL 1924 SOUTH UTICA, SUITE 1120 TULSA OK 74014 0 0 1 0 Common Stock, $0.01 par value 2414209 I See Footnote Common Stock Purchase Warrant 0.25 2015-10-23 4 J 0 800000 A 2015-10-23 2024-03-25 Common Stock, $0.01 par value 800000 3631875 I See Footnote The filing of this Form 4 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott Capital") or Phil Frohlich, the manager of Prescott Capital, is or was, for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any of the shares of Common Stock, par value $0.01 (the "Common Stock") , of 4Licensing Corporation (the "Issuer") purchased by Prescott Group Aggressive Small Cap Master Fund, G.P. (the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P. or Prescott Group Aggressive Small Cap II, L.P. (together, the "Small Cap Funds"). Pursuant to Rule 16a-1, both Prescott Capital and Phil Frohlich disclaim such beneficial ownership. Prescott Capital holds indirectly the shares of Common Stock and the Common Stock Purchase Warrants of the Issuer through the account of the Master Fund, of which Prescott Capital is the Investment Manager. The Master Fund holds the shares of Common Stock and the Common Stock Purchase Warrants for the accounts of the Small Cap Funds, of which Prescott Capital is the Investment Manager. Prescott Capital receives a portion of the profits in the way of a capital allocation from, and owns a partnership interest in, the Small Cap Funds. Phil Frohlich reports the Common Stock and the Common Stock Purchase Warrants held indirectly by Prescott Capital because, as the manager of Prescott Capital at the time of purchase, he controlled the disposition and voting of the securities. The Common Stock Purchase Warrants reported on this Form 4 were acquired in connection with a Senior Secured Promissory Note entered into by the Master Fund and the Issuer dated as of October 23, 2015. No separate consideration was paid by the Master Fund for the Common Stock Purchase Warrants. Includes shares acquired pursuant to an automatic anti-dilution provision contained in a Securities Purchase Agreement. Phil Frohlich, manager of Prescott Group Capital Management, L.L.C. 2016-01-13 /s/ Phil Frohlich 2016-01-13