SSC Ideanomics (delisted)

  1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):

 

Shane McMahon

 

  2.

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐

(b)  [X]

 

  3.

SEC Use Only 

 

  4.

 

Source of Funds (See Instructions): PF

 

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): N/A



  6.

Citizenship or Place of Organization: United States

 

Number of

Shares Beneficially

Owned by

Each Reporting

Person

With

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 5,889,504  (2)(3)

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

13.

Percent of Class Represented by Amount in Row (11): 21.573% (4)

 

14.

Type of Reporting Person (See Instructions): IN

 

(1)

This amount includes (i) 2,300,000 shares of Common Stock, (ii) 24,600 shares of Common Stock held by the Shane B. McMahon Trust u/a/Vincent K. McMahon Irrev. Trust dtd. 12/23/2008, (iii) 533,333 shares of Common Stock underlying options exercisable within 60 days at $3.00 per share, (iv) 31,667 shares of Common Stock underlying options exercisable within 60 days at $4.50 per share; (v) 159,722 shares of Common Stock underlying options exercisable within 60 days at $2.00 per share; (vi) 933,333 shares of Common Stock (defined as the “Series E Exchange Shares” in item 5) underlying 933,333 shares of the Company’s Series E Preferred Stock, par value $0.001 per share (the “Series E Shares”), which are convertible at any time at the option of the holder into shares of Common Stock on a one-to-one basis subject to certain adjustments pursuant to the Certificate of Designation of Series E Convertible Preferred Stock, filed with the Nevada Secretary of State on January 31, 2014 (the “Series E COD”); (vii) 1,906,849 shares of Common Stock (defined as the “Series E Note Shares” in item 5), issuable within 60 days, underlying a promissory note (defined as the “Convertible Note” in Item 3) which is convertible at any time between January 31, 2014 and December 31, 2016 at the option of Mr. McMahon into Series E Shares, which Series E Shares, if issued, will thereafter be convertible into Common Stock on a one-to-one basis subject to certain adjustments pursuant to the Series E COD.  The amounts listed above assume conversion into Common Stock by Mr. McMahon of all of his Series E Shares.  The holders of Series E Shares, if not converted into Common Stock, are entitled to vote with the holders of Common Stock on all matters and are also entitled to (1.75/3.03) votes per Series E Share, and are entitled to vote as a separate class with respect to such matters as described in the Series E COD.  If Mr. McMahon does not opt to convert his Series E Shares or the Series E Shares underlying the Convertible Note into Common Stock, his voting power would be as follows: Sole Voting Power: 4,689,691, Shared Voting Power: 0, Sole Dispositive Power: 4,689,691 and Shared Dispositive Power: 0.

(2)

This amount includes (i) 2,300,000 shares of Common Stock, (ii) 24,600 shares of Common Stock held by the Shane B. McMahon Trust u/a/Vincent K. McMahon Irrev. Trust dtd. 12/23/2008, (iii) 533,333 shares of Common Stock underlying options exercisable within 60 days at $3.00 per share, (iv) 31,667 shares of Common Stock underlying options exercisable within 60 days at $4.50 per share; (v) 159,722 shares of Common Stock underlying options exercisable within 60 days at $2.00 per share; (vi) 933,333 shares of Common Stock underlying 933,333 Series E Shares, which are convertible at any time between January 31, 2014 and December 31, 2016 at the option of the holder into shares of Common Stock on a one-to-one basis subject to certain adjustments pursuant to the Series E COD; (vii) 1,906,849 shares of Common Stock, issuable within 60 days, underlying a Convertible Note (as defined in Item 5), which is convertible at any time at the option of Mr. McMahon into Series E Shares, which Series E Shares, if issued, will thereafter be convertible into Common Stock at any time at the option of the holder on a one-to-one basis subject to certain adjustments pursuant to the Series E COD.

(3)

Certain of the shares of equity securities of the Issuer held by Mr. McMahon are subject to the terms and conditions of the agreements described under Item 6 of the Schedule 13D.

(4)

Calculated based on 27,299,763 shares of Common Stock outstanding (23,734,859 shares outstanding as of November 13, 2014, plus 933,333 shares of Common Stock issuable upon conversion of the Series E Preferred Stock owned by Mr. McMahon, 724,722 shares of Common Stock issuable upon exercise of the options owned by Mr. McMahon and 1,906,849 shares of Common Stock underlying the Series E Shares issuable upon conversion of the Convertible Note.

 

 SHANE MCMAHON

 

 

 

/s/ Shane McMahon

 

Payments.    Unless earlier converted pursuant to Section 3, the Principal Amount and all accrued interest on this Note shall be due and payable to Payee, by wire transfer of immediately available Funds, upon written demand by the Payee at any time following the date of the closing of the Series E Financing, pursuant to that certain Series E Preferred Stock Purchase Agreement, dated as of January 31, 2014, by and between the Company, C Media Limited and certain other purchasers party thereto (the “Series E Purchase Agreement”), through December 31, 2016 (the “Maturity Date”), provided, however, that upon written demand by the Payee, the net proceeds of any financing of equity or equity-linked securities of the Company occurring on or before such date will be used to repay the Note until the full amount of the Note, and all accrued interest on the Note, is repaid.