-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VfdoAwM9Bu8hHfkEsS+QzF4gczcEo2GRWKytdKJdZlLhz5suK7xorMM3vdRhfDbJ Z4D5iuXvC+i0U4en/g1JoQ== 0001209191-10-016719.txt : 20100312 0001209191-10-016719.hdr.sgml : 20100312 20100312175256 ACCESSION NUMBER: 0001209191-10-016719 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100305 FILED AS OF DATE: 20100312 DATE AS OF CHANGE: 20100312 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Torino Brett CENTRAL INDEX KEY: 0001373247 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33902 FILM NUMBER: 10678967 MAIL ADDRESS: STREET 1: 4445 WAGON TRAIL AVENUE CITY: LAS VEGAS STATE: NV ZIP: 89118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FX Real Estate & Entertainment Inc. CENTRAL INDEX KEY: 0001410402 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-838-3100 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-03-05 0 0001410402 FX Real Estate & Entertainment Inc. FXRE.PK 0001373247 Torino Brett 650 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 Series A Convertible Preferred Stock 0.2328 2010-03-05 4 P 0 60 A Common Stock 93 I (1) Common Stock Warrants (right to buy) 0.291 2010-03-05 4 P 0 618557 A 2010-03-05 2015-03-05 Common Stock 618557 618.557 I (1) The reported securities are included within 60 units purchased by TTERB Lliving Trust (of which the Reporting Person is the sole trustee and beneficiary) from the Issuer for $60,000 in a private placement. Each Unit consists of one share of Series A Convertible Preferred Stock and one warrant to purchase up to 10,309.278 shares of common stock at $0.291 per share. The shares of Series A Convertible Preferred Stock are convertible, at the option of the Reporting Person, into shares of Issuer common stock at the above conversion price if at any time the closing price of the shares of Issuer common stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60 days thereafter, the shares of Series A Convertible Preferred Stock are convertible into the number of shares of Issuer common stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid dividends) divided by the conversion price. Upon the earlier of: (x) consummation of the Issuer's sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) March 5, 2015 the Series A Convertible Preferred Stock shall automatically convert into the number of shares of Issuer common stock equal to the then current stated value divided by the conversion price. If at any time the closing price of the shares of Issuer common stock is at least $1.94 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series A Convertible Preferred Stock at the then current stated value. The Series A Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter. Reference is made to the Reporting Person's Form 4 dated February 17, 2010 for the conversion price, the automatic conversion date and the minimum closing share price for redemption of 33 of the Series A Convertible Preferred Stock reported in this column. Brett Torino 2010-03-11 -----END PRIVACY-ENHANCED MESSAGE-----