MSLP Muscle Pharm Corporation (CE)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Ryan Charles Drexler

c/o MusclePharm Corp.

4721 Ironton Street, Building A

Denver, CO 80239

with a copy to:

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note . Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).

13D/A

This Amendment No. 1 to Statement of Beneficial Ownership of Schedule 13D (the “Schedule 13D/A”) relates to the shares of common stock, $0.001 par value per share (the “Common Stock”) of MusclePharm Corp., a Nevada corporation (the “Issuer”). The Issuer maintains its principal executive office at 4721 Ironton Street, Denver, Colorado 80239.

Pursuant to a convertible secured promissory note dated November 8, 2016 (the “Second Convertible Note”), issued by the Issuer to the Reporting Person, as the “Holder”, the Reporting Person acquired a convertible note in the original principal amount of $11,000,000, initially convertible into approximately 6,010,929 shares of the Issuer’s Common Stock at a price per share equal to $1.83. Under the terms of the Second Convertible Note, the Issuer promised to pay the Reporting Person the principal amount together with interest on the outstanding principal amount at a rate of 10% per annum. Any accrued but unpaid interest on the principal amount will also be convertible into shares of Common Stock at a per share exercise price of $1.83. Unless converted, all outstanding principal and any accrued but unpaid interest under the Second Convertible Note (the “Second Conversion Amount”) shall be due and payable on November 8, 2017 (the “Second Convertible Note Maturity Date”).

The Reporting Person, as the Holder, may at any time, in his sole discretion, upon written notice to the Issuer, elect to convert all or a portion of the Second Conversion Amount into shares of the Issuer’s Common Stock at a price per share equal to $1.83.

The Reporting Person is engaged in the investment business and has extensive experience in the vitamin and supplement industry. In pursuing investment opportunities, the Reporting Person reviews the operations, capital structure and markets of companies, such as the Issuer. Based on his review and knowledge of the industry, the Reporting Person made the decision to cause Consac to purchase the shares of Common Stock previously reported as beneficially owned by the Reporting Person in open market transactions for investment purposes. The Reporting Person was appointed to the Board of Directors of the Issuer and elected Chairman of the Board in June 2015, and in connection therewith received shares of restricted stock of the Issuer. In December 2015, the Reporting Person entered into the First Convertible Note (as defined below) to assist the Issuer with working capital needs. The Reporting Person subsequently was appointed Interim President, Interim CEO and Executive Chairman of the Board of Directors of the Issuer and, in connection with such service, acquired options of the Issuer as equity awards.  The Reporting Person acquired the Second Convertible Note and shares of Common Stock reported as beneficially owned to assist the Issuer in paying amounts owed by the Issuer pursuant to a Settlement Agreement entered into on November 7, 2016 in connection with a dispute arising out of a manufacturing agreement.  The Reporting Person holds all shares reported as beneficially owned for investment purposes.

The Reporting Person is Interim President, Interim CEO and Executive Chairman of the Board of Directors of the Issuer.  In these capacities the Reporting Person takes, and will continue to take, an active role in the Issuer’s management and strategic direction.  In addition, in connection with his employment with the Issuer, the Reporting Person may be entitled to cash and other non-equity compensation in connection with a sale of the Issuer or other transaction of the nature described below.

Other than as described above, the Reporting Person does not have any current plans or proposals, but may in the future propose one or more actions, which would result in any of the following:

Pursuant to a convertible secured promissory note dated December 7, 2015 (“First Convertible Note”), issued by the Issuer to the Reporting Person, as the “Holder”, the Reporting Person acquired a convertible note in the original principal amount of $6,000,000, initially convertible into approximately 2,608,696 shares of the Issuer’s Common Stock at a price per share equal to $2.30. Pursuant to the terms of the First Convertible Note, the Issuer promised to pay the Reporting Person the principal amount together with interest on the outstanding principal amount at a rate of 8% per annum. Any accrued but unpaid interest on the principal amount will also be convertible into shares of Common Stock at a per share exercise price of $2.30. As of November 11, 2016, $13,163 of interest, convertible into approximately 5,063 shares, on the First Convertible Note was accrued but unpaid. Unless converted, all outstanding principal and any accrued but unpaid interest under the First Convertible Note (whether or not that interest has been capitalized) (the “First Conversion Amount”) shall be due and payable upon January 15, 2017 (the “First Maturity Date”).

Pursuant to the Second Convertible Note the Reporting Person acquired a convertible note in the original principal amount of $11,000,000, initially convertible in whole or in part into approximately 6,010,929 shares of the Issuer’s Common Stock at a price per share equal to $1.83. Under the terms of the Second Convertible Note, the Issuer promised to pay the Reporting Person the principal amount together with interest on the outstanding principal amount at a rate of 10% per annum. Any accrued but unpaid interest on the principal amount will also be convertible into shares of Common Stock at a per share exercise price of $1.83. Unless converted, the Second Conversion Amount shall be due and payable on the Second Maturity Date.

The Reporting Person, as the Holder, may at any time, in his sole discretion, upon written notice to the Issuer, elect to convert all or a portion of the First Conversion Amount and/or the Second Conversion Amount, respectively, into shares of the Issuer’s Common Stock at the respective exercise prices and maturity dates of the First Convertible Note and Second Convertible Note.

As of November 10, 2016, the Reporting Person also beneficially owns 1,499,408 shares held by Consac LLC; 31,924 fully vested shares of restricted stock; and 34,340 shares subject to vested stock options with an exercise price per share of $1.89. The Reporting Person is the CEO of Consac and may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 of the Securities Exchange Act) of the Common Stock that Consac beneficially owns. The Reporting Person has the power to direct the voting and disposition of the Issuer’s Common Stock that Consac beneficially owns.

Other than the First Convertible Note and the Second Convertible Note described in this Schedule 13D/A, the Reporting Person has no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer.

The following documents are filed as Exhibits to this statement:

SIGNATURES

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.