0001493152-14-002293.txt : 20140725 0001493152-14-002293.hdr.sgml : 20140725 20140725172346 ACCESSION NUMBER: 0001493152-14-002293 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140210 FILED AS OF DATE: 20140725 DATE AS OF CHANGE: 20140725 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: chatAND, Inc. CENTRAL INDEX KEY: 0001529133 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 272761655 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 321 W 44M STREET STREET 2: #808 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 516 241 3288 MAIL ADDRESS: STREET 1: 321 W 44M STREET STREET 2: #808 CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: chatAND Inc DATE OF NAME CHANGE: 20110901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LONDONER KENNETH L CENTRAL INDEX KEY: 0001449534 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54587 FILM NUMBER: 14994943 MAIL ADDRESS: STREET 1: 10 RED COAT ROAD CITY: WESTPORT STATE: CT ZIP: 06880 4 1 form4.xml OWNERSHIP DOCUMENT X0306 4 2014-02-10 0 0001529133 chatAND, Inc. CHAA 0001449534 LONDONER KENNETH L 244 5TH AVENUE, SUITE C68 NEW YORK NY 10001 1 0 0 0 Common Stock 2014-02-10 4 C 0 2052366 0.10 A 2188730 I Endicott Management Partners, LLC Common Stock 2014-02-10 4 C 0 977272 0.15 A 3166002 I Endicott Management Partners, LLC Common Stock 2014-02-10 4 P 0 98310 0.10 A 3264312 I Endicott Management Partners, LLC Common Stock 2014-02-10 4 G 0 2223250 0 A 5487562 I Endicott Management Partners, LLC 5% Senior Secured Convertible Note 0.10 2014-02-10 4 C 0 1 0 D 2011-06-17 Common Stock 2052366 0 I Endicott Management Partners, LLC Warrant to Purchase Shares of Common Stock 2014-02-10 4 C 0 977272 0 D 2011-06-17 2016-06-17 Common Stock 977272 0 I Endicott Management Partners, LLC The Reporting Person is a Principal of Endicott Management Partners, LLC ("Endicott"). The Reporting Person may be deemed to beneficially own the securities held by Endicott. Represent conversion of a 5% Senior Secured Convertible Note (the "Note"), issued on June 17, 2011, into shares of common stock of chatAND, Inc. (the "Company"). The Note was issued in connection with the Company's private placement of up to $850,000 which closed on June 17, 2011 (the "2011 Financing"). In connection with the 2011 Financing, 977,272 warrants were issued to Endicott (the "Warrants"). The Note was initially due on June 17, 2012. Endicott agreed with the Company on various occasions to extend the due dates of the Note, the latest extension until November 14, 2013. The Company was subsequently in default under the Note. On February 10, 2014, the board of directors (the "Board") of the Company approved by unanimous written consent the conversion of the Warrants at no additional consideration in exchange for forgiveness of the default interest on the Note. On February 10, 2014, the Chief Executive Officer of the Company gifted an aggregate of 10,954,537 shares of Common Stock to certain shareholders of the Company, including 2,223,250 shares to Endicott. /s/ Kenneth Londoner 2014-07-25