SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pastor Darin Richard

(Last)

(First)

(Middle)

8600 TRANSIT ROAD

(Street)

EAST AMHERST

14051

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TWINLAB CONSOLIDATED HOLDINGS, INC. [ TLCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/01/2015

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2015		S		263,157	D	$0.76	15,577,879⁽¹⁾	I	By corporation
Common Stock	05/21/2015		S		855,263	D	$0.76	14,722,616⁽¹⁾	I	By corporation
Common Stock	05/28/2015		S		246,049	D	$0.76	14,476,567⁽¹⁾	I	By corporation

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Third-party call option (right to buy)	$1	05/19/2015		S			263,157	06/09/2015	06/09/2018	Common Stock, par value $0.001	263,157	$0	0	I	By corporation
Third-party call option (right to buy)	$1	05/21/2015		S			855,263	06/09/2015	06/09/2018	Common Stock, par value $0.001	855,263	$0	0	I	By corporation
Third-party call option (right to buy)	$1	05/28/2015		S			246,049	06/09/2015	06/09/2018	Common Stock, par value $0.001	246,049	$0	0	I	By corporation
Put option (right to sell)	$0.775	05/28/2015		P⁽²⁾		51,973,684		03/28/2015	10/31/2017	Common Stock, par value $0.001	51,973,684	$0	0	I	By corporation
Series A Warrant (right to buy)	$0.76	05/28/2015		S⁽²⁾			51,973,684	10/01/2014	10/31/2017	Common Stock, par value $0.001	51,973,684	$0	0	I	By corporation
Series B Warrant (right to buy)	$0.76	05/28/2015		S⁽²⁾			4,368,421	10/01/2014	10/31/2017⁽³⁾	Common Stock, par value $0.001	4,368,421	$0	18,000,000	I	By corporation
Contingent Call Option (right to buy)	$0.01	05/28/2015		S⁽²⁾			1,000,000	04/01/2016	05/01/2016	Common Stock, par value $0.001	1,000,000	$0	1,000,000	I	By corporation
Contingent Call Option (right to buy)	$0.01	05/28/2015		S⁽²⁾			1,500,000	08/01/2016	08/31/2016	Common Stock, par value $0.001	1,500,000	$0	1,500,000	I	By corporation
Contingent Call Option (right to buy)	$0.01	05/28/2015		S⁽²⁾			1,500,000	12/01/2016	12/31/2016	Common Stock, par value $0.001	1,500,000	$0	1,500,000	I	By corporation

Explanation of Responses:

1. In addition, Capstone Financial Group, Inc. exercised third-party call options for at least a further 1,498,500 shares on February 23, 2015, but the optionors of such shares have not yet honored the exercise. When they do, this Form 4 will be amended to reflect the additional shares.

2. For further information regarding these transactions and the securities involved, please refer to the Current Report on Form 8-K filed by Capstone Financial Group, Inc. on May 29, 2015.

3. As a part of this transaction, the remaining warrants were deemed to be divided into four tranches, each with an associated date beyond which it would no longer be exercisable: one tranche for 2,000,000 warrant shares (no longer exercisable after November 30, 2015); one tranche for 4,000,000 warrant shares (no longer exercisable after March 31, 2016); one tranche for 6,000,000 warrant shares (no longer exercisable after July 31, 2016); and another tranche for 6,000,000 warrant shares (no longer exercisable after November 30, 2016). For further information, please refer to the Current Report on Form 8-K filed by Capstone Financial Group, Inc. on May 29, 2015.

Remarks:

All securities reported on this Form 4 are owned directly by Capstone Financial Group, Inc. and indirectly by Darin Richard Pastor, the CEO and majority stockholder of Capstone. Capstone is filing a separate Form 4 to reflect these same transactions.

	/s/ Darin Richard Pastor	06/17/2015
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.