UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)*
Under the Securities Exchange Act of 1934
Adaptive Medias, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
00652J 208
(CUSIP Number)
James Batmasian
215 N. Federal Highway
Boca Raton, Florida 33432
(561) 392-8920
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
September 2, 2015
(Date of Event which
Requires Filing of this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No.00652J
208
1 |
Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
James Batmasian
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2 |
Check the
Appropriate Box if a Member of a Group (See Instructions)
(a) o
(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)
o |
6 |
Citizenship or Place of Organization
U.S.A. |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7
|
Sole
Voting Power
4,477,655 (19.58%) |
8
|
Shared Voting
Power
4,477,655 (19.58%) |
9 |
Sole Dispositive Power
4,477,655 (19.58%) |
10
|
Shared Dispositive
Power
4,477,655 (19.58%) |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,477,655 (19.58%) |
12
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o |
13 |
Percent of Class Represented by Amount in Row (11)
19.58%. The percentage is calculated using 22,869,031 outstanding
shares of the Issuer’s Common Stock as of September 30, 2015 |
14
|
Type of Reporting
Person (See Instructions)
IN |
Explanatory Note
This Schedule 13D/A is being
filed as an amendment to the statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) with
respect to the common stock of Adaptive Medias, Inc. on October 23, 2014, as previously amended (“Schedule 13D”).
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock
of Adaptive Medias, Inc., whose principal executive office is located at 16795 Von Karman Avenue, Suite 240, Irvine, California
92606 (the “Issuer”).
Item 2. Identity and Background.
(a) The name of the reporting person is James Batmasian (the “Reporting
Person”).
(b) The business address of the Reporting Person is 215 N. Federal
Highway, Boca Raton Florida 33432.
(c) The Reporting Person is the Principal of Investments Limited,
a real estate ownership and management firm located at 215 N. Federal Highway, Boca Raton Florida 33432.
(d) During the past five years, the Reporting
Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, the Reporting
Person has not been a party to a civil proceeding before a judicial or administrative body of competent jurisdiction resulting
in a judgment, decree or final order enjoining future violation of, prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a U.S. Citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On September 2, 2015, the Reporting Person
acquired 149,00 shares of the Issuer’s Common Stock on the open market for
a total purchase price of $49,140.20, which the Reporting Person paid for with cash.
On September 2, 2015, the Reporting Person
acquired 97,000 shares of the Issuer’s Common Stock on the open market for
a total purchase price of $30,836.30, which the Reporting Person paid for with cash.
On October 8, 2015, the Reporting Person acquired
167,000 shares of the Issuer’s Common Stock on the open market for a total purchase
price of $50,100, which the Reporting Person paid for with cash.
On October 14, 2015, the Reporting Person acquired
341,359 shares of the Issuer’s Common Stock on the open market for a total purchase
price of $81,296.16, which the Reporting Person paid for with cash.
Item 4. Purpose of Transaction.
The securities of the Issuer were acquired
by the Reporting Person as set forth in Item 3 of this Schedule, which is hereby incorporated by reference.
On May 1, 2015, as previously disclosed in
the Schedule 13D, on May 7, 2015, pursuant to a certain Common Stock and Warrant Purchase
Agreement by and among the Issuer and the Reporting Person, the Reporting Person purchased (i) 1,183,432 shares of Common Stock
at a per share price of $1.69, (ii) a five-year warrant to purchase up to 1,331,361 shares of Common Stock exercisable at a price
of $1.69 per share, and (iii) a five-year warrant to purchase up to 500,000 shares of Common Stock exercisable at a price of $3.00
per share for an aggregate of $2,000,000 in cash from personal funds designated for investment. No borrowed funds were used to
purchase the shares.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, the Reporting
Person beneficially owns 4,477,655 shares of Common Stock, representing 19.58% of the outstanding shares of Common Stock of the
Issuer (based upon 22,869,031 shares of Common Stock issued and outstanding as of September 30, 2015).
(b) The Reporting Person has the sole right
to vote and dispose, or direct the disposition of 4,477,655 shares of the Common Stock of the Issuer.
(c) Other than as described above in Item 4,
the Reporting Person has not entered into any transactions in the Common Stock in the past sixty (60) days.
(d) Other than the Reporting Person, no other
person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of any of Reporting Person’s holdings in the Issuer.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
The information disclosed in Item 4 is incorporated herein by this
reference.
Item 7. Material to Be Filed as Exhibits.
None.
Signature
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
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November 20, 2015 |
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/s/ James Batmasian |
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James Batmasian |
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