-----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, G/oPBblaUMEcFqVyVFez2KDuE98bMqj/sMVi6lHwk/wB/Wz1tBfrIPPDd8HEw1Y1 mQGcop/yDkoc3KOiFG72Uw== 0001209191-08-067540.txt : 20081229 0001209191-08-067540.hdr.sgml : 20081225 20081229160537 ACCESSION NUMBER: 0001209191-08-067540 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081222 FILED AS OF DATE: 20081229 DATE AS OF CHANGE: 20081229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SILVERS LAURIE S CENTRAL INDEX KEY: 0001079838 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14332 FILM NUMBER: 081272792 BUSINESS ADDRESS: BUSINESS PHONE: 5619988000 MAIL ADDRESS: STREET 1: 2255 GLADES ROAD STREET 2: SUITE 219A CITY: BOCA RATON STATE: FL ZIP: 33431 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HOLLYWOOD MEDIA CORP CENTRAL INDEX KEY: 0000912544 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 650385686 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2255 GLADES RD STREET 2: STE 237 W CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619988000 MAIL ADDRESS: STREET 1: 2255 GLADES RD STREET 2: STE 237 W CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: HOLLYWOOD COM INC DATE OF NAME CHANGE: 20000511 FORMER COMPANY: FORMER CONFORMED NAME: BIG ENTERTAINMENT INC DATE OF NAME CHANGE: 19930924 4 1 c78781_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2008-12-22 0000912544 HOLLYWOOD MEDIA CORP HOLL 0001079838 SILVERS LAURIE S C/O HOLLYWOOD MEDIA CORP. 2255 GLADES ROAD, SUITE 221A BOCA RATON FL 33431 1 1 0 0 President Common Stock 2008-12-22 4 A 0 200000 0 A 680000 D Common Stock 2008-12-22 4 A 0 300000 0 A 1174230 I By Spouse Common Stock 13540 I 401 Plan Common Stock 13560 I 401 Plan By Spouse On December 22, 2008, the Reporting Person received a grant of 200,000 shares of common stock under the Issuer's 2004 Stock Incentive Plan, 50,000 of which are unrestricted fully-vested shares and 150,000 of which are restricted shares. The Reporting Person is not permitted to sell, assign, exchange, transfer, pledge, hypothecate or otherwise dispose of or encumber any of the restricted shares until such shares have vested. The restricted shares vest as follows, provided that the Reporting Person remains employed by the Issuer on such vesting dates: (a) one-third of such shares vest at the rate of 25% per year on each of the first through fourth anniversaries of the date of grant, such that these shares will be fully vested on the fourth anniversary of the date of grant, assuming continued employment of the Reporting Person by the Issuer (or as otherwise provided below); (continued in Footnote 2) (b) one-third of such shares will vest if, at any time prior to the fourth anniversary of the date of grant, the Issuer achieves EBITDA greater than zero for either (i) each of two consecutive fiscal quarters or (ii) any three quarters in any 15-month period, in each case beginning with the fourth fiscal quarter of 2008; provided, that the calculation of EBITDA shall exclude any compensation expense incurred by the Issuer as a result of the vesting of such shares; and (continued in Footnote 3) (c) one-third of such shares will vest if, at any time prior to the fourth anniversary of the date of grant, the closing price of the Issuer's Common Stock exceeds $2.00 per share for at least 10 consecutive trading days after the date of grant. Notwithstanding the foregoing, any unvested restricted shares shall immediately vest in full upon a "Change of Control" (as defined in the Reporting Person's employment agreement) of the Issuer, or in the event that the Reporting Person's employment is terminated without "Cause" or for "Good Reason" (as such terms are defined in the Reporting Person's employment agreement) at any time prior to the fourth anniversary of the date of grant. The directly-owned shares reported in Table I above include 42,303 shares held by the Reporting Person together with Mitchell Rubenstein, the Reporting Person's spouse, as tenants by the entireties. On December 22, 2008, the Reporting Person's spouse received a grant of 300,000 shares of common stock under the Issuer's 2004 Stock Incentive Plan, 50,000 of which are unrestricted fully-vested shares and 250,000 of which are restricted shares. The restricted shares vest on the same terms described in footnote 1 above with respect to the Reporting Person's restricted shares. /s/ Laurie S. Silvers 2008-12-29 -----END PRIVACY-ENHANCED MESSAGE-----