Statement of Changes in Beneficial Ownership (4)
August 26 2016 - 6:47PM
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
*
SILLERMAN ROBERT F X
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2. Issuer Name
and
Ticker or Trading Symbol
Function(x) Inc.
[
FNCX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman & CEO
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(Last)
(First)
(Middle)
902 BROADWAY, FLOOR 11
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/22/2016
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(Street)
NEW YORK, NY 10010
(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)
_
X
_ Form filed by One Reporting Person
___ 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
(1)
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30811268
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I
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1
(1)
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Common Stock
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37268
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D
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Common Stock
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8750000
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I
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2
(2)
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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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Series C Preferred Stock
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(16)
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8/22/2016
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A
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23264
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8/22/2016
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(17)
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Common Stock
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(12)
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$12
(12)
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16
(16)
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I
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1
(1)
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Series C Preferred Stock
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(16)
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8/22/2016
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A
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153
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8/22/2016
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(17)
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Common Stock
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(12)
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$13
(13)
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16
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D
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Series C Preferred Stock
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(16)
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8/22/2016
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A
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4050
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8/22/2016
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(17)
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Common Stock
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(12)
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(14)
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16
(16)
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I
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2
(2)
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Series C Preferred Stock
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(16)
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8/22/2016
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A
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3608
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8/22/2016
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(17)
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Common Stock
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(16)
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(15)
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16
(16)
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I
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3
(3)
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Restricted Stock Unit
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(11)
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(11)
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(11)
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Common Stock
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93054
(11)
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93054
(11)
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D
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Warrants (right to buy)
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$1.78
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3/16/2015
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3/16/2020
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Common Stock
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350000
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350000
(4)
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I
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1
(1)
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Warrants (right to buy)
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$3.51
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10/24/2014
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10/24/2019
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Common Stock
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225000
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225000
(5)
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I
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1
(1)
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Warrants (right to buy)
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$2.98
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11/25/2014
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11/25/2019
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Common Stock
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150000
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150000
(6)
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I
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1
(1)
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Warrants (right to buy)
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$3.63
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12/15/2014
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12/15/2019
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Common Stock
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775000
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775000
(7)
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I
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1
(1)
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Warrants (right to buy)
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$80
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3/11/2013
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3/11/2018
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Common Stock
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125000
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125000
(8)
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I
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1
(1)
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Warrants (right to buy)
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$55.2
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9/16/2013
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9/16/2018
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Common Stock
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62500
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62500
(9)
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I
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1
(1)
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Warrants (right to buy)
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$80
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(10)
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(10)
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Common Stock
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175563
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175563
(10)
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I
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10
(10)
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Explanation of Responses:
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(
1)
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Held by Sillerman Investment Company III LLC ("SIC III"), of which the Reporting Person is the manager and sole member. These shares were acquired in a transaction exempt from the provisions of Section 16(b) pursuant to Rule 16-b(3) thereunder.
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(
2)
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Held by Sillerman Investment Company IV LLC ("SIC IV"), of which the reporting person is the manager and sole member. These shares were acquired in a transaction exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 thereunder.
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(
3)
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Held by Sillerman Investment Company VI ("SIC VI"), of which the Reporting Person is the manager and sole member. These shares were acquired in a transaction exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 thereunder.
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(
4)
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Warrants previously acquired by SIC III, exercisable at $1.78 per share.
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(
5)
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Warrants previously acquired by SIC III, exercisable at $3.51 per share.
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(
6)
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Warrants previously acquired by SIC III, exercisable at $2.98 per share.
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(
7)
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Warrants previously acquired by SIC III, exercisable at $3.63 per share.
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(
8)
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Warrants previously acquired by the Reporting Person, exercisable at $80.00 per share.
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(
9)
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Warrants previously acquired by Sillerman Investment Company II, LLC ("SIC II"), of which the Reporting Person is the manager and sole member, exercisable at $55.20 per share.
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(
10)
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Warrants previously acquired by SIC II, exercisable at $80.00 per share.
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(
11)
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Restricted stock units in respect of 155,090 shares of Common Stock granted pursuant to the Company's 2011 Executive Incentive Plan. These restricted stock units vested as to 31,018 shares on May 1, 2015 and an additional 31,018 shares will vest on each of May 1, 2017, May 1, 2018 and May 1, 2019. Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date.
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(
12)
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Debt held by SIC III was exchanged for shares of Series C Preferred Stock.
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(
13)
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Debt held by the Reporting Person was exchanged for shares of Series C Preferred Stock.
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(
14)
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Debt held by SIC IV was exchanged for shares of Series C Preferred Stock.
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(
15)
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Debt held by SIC VI was exchanged for shares of Series C Preferred Stock.
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(
16)
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Subject to the existing Exchange Agreement, the Series C Preferred Shares are exchangeable for common shares, the number of which will be based on the pricing at the time of exchange.
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(
17)
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The Series C Preferres Shares are exchangeable for common shares pursuant to a pre-existing exchange agreement. Any exchange is subject to certain conditions but there is no expiration on the time at which such exchange may occur.
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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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SILLERMAN ROBERT F X
902 BROADWAY
FLOOR 11
NEW YORK, NY 10010
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X
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X
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Chairman & CEO
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Signatures
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/s/ Robert F.X. Sillerman
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8/26/2016
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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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