Statement of Changes in Beneficial Ownership (4)
December 01 2014 - 5:30PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
RICHMONT CAPITAL PARTNERS V LP
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2. Issuer Name
and
Ticker or Trading Symbol
CVSL INC.
[
CVSL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
2400 NORTH DALLAS PARKWAY, SUITE 230
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/26/2014
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(Street)
PLANO, TX 75093
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/26/2014
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C
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3200000
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A
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$6.76
(1)
(2)
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3200000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Convertible Subordinated Unsecured Promissory Note
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$6.76
(1)
(2)
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11/26/2014
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C
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$21625869
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11/26/2014
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11/26/2014
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Common Stock
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3200000
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$0
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0
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D
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Explanation of Responses:
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(
1)
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On November 26, 2014, the Issuer and Richmont Capital Partners V LP ("Richmont Capital") agreed to convert, and converted, the Convertible Subordinated Unsecured Promissory Note dated December 12, 2012 issued by the Issuer to Richmont Capital, as amended (the "Note"), into 3,200,000 shares of the Issuer's common stock.
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(
2)
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The principal amount of, and all accrued interest under, the Note was convertible into shares of the Issuer's common stock at a price of $6.60 per share (after giving effect to the reverse stock split, on a one-for-20 basis of the outstanding shares of common stock that took effect on October 16, 2014 (the "Reverse Stock Split")), but was not convertible into more than 3,200,000 shares of the Issuer's common stock (after giving effect to the Reverse Stock Split). The total amount due under the Note as of November 26, 2014 was $21,625,869, and because of the maximum number of shares issuable, the effective conversion price was $6.76 per share.
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Remarks:
This report is filed jointly by Richmont Capital Partners V LP and its sole general partner, Richmont Street LLC. Richmont Street LLC disclaims beneficial ownership in the reported securities except to the extent of its pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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RICHMONT CAPITAL PARTNERS V LP
2400 NORTH DALLAS PARKWAY, SUITE 230
PLANO, TX 75093
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X
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RICHMONT STREET LLC
2400 NORTH DALLAS PARKWAY SUITE 230
PLANO, TX 75093
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X
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Signatures
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/s/ John Rochon Jr., President of Richmont Street LLC, as the General Partner of Richmont Capital Partners V LP
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12/1/2014
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**
Signature of Reporting Person
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Date
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/s/ John Rochon Jr., President of Richmont Street LLC
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12/1/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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