SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Regular Robert

(Last) (First) (Middle)
525 WASHINGTON BLVD, SUITE 2620

(Street)
JERSEY CITY NJ 07310

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2015
3. Issuer Name and Ticker or Trading Symbol
Kitara Holdco Corp. [ PROM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1) 10,091,409 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy)(2) (3) 07/01/2018 Common Stock 2,400,000 0.2 D
Common Stock Purchase Warrants(4) 04/30/2014 04/29/2019 Common Stock 45,455 0.825 D
Explanation of Responses:
1. On October 10, 2014, Kitara Holdco Corp. (the "Issuer"), Kitara Media Corp. ("Kitara") and Kitara Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of the Issuer, entered into an Agreement and Plan of Reorganization (the "Merger Agreement"), pursuant to which, and subject to the terms and conditions thereof, on January 26, 2015 (the "Closing Date") Merger Sub merged with and into Kitara, with Kitara surviving the merger as a wholly-owned subsidiary of the Issuer. On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the merger, Mr. Regular acquired 10,091,409 shares of common stock of the Issuer (the "Common Stock") in exchange for the same number of shares he previously beneficially held in Kitara.
2. The stock options were assumed by Holdco in the Merger.
3. The stock options vest quarterly over a four-year period commencing on July 1, 2013.
4. The Common Stock Purchase Warrants were assumed by Holdco in the Merger.
Remarks:
/s/ Robert Regular 02/02/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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