Statement of Changes in Beneficial Ownership (4)
February 01 2017 - 4:32PM
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
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Roche Robert W.
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2. Issuer Name
and
Ticker or Trading Symbol
RVUE HOLDINGS, INC.
[
RVUE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O RVUE HOLDINGS, INC., 6688 JOLIET ROAD, #255
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2017
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(Street)
INDIAN HEAD PARK, IL 60525
(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
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143176276
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I
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See footnote
(1)
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Common Stock
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166666
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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 Note
(2)
(3)
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$0.0026
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1/31/2017
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P
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$80000
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(2)
(3)
(6)
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(2)
(3)
(6)
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Common Stock
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30757401
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$0.0026
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30757401
(2)
(3)
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I
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See footnote
(1)
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Convertible Note
(4)
(5)
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$0.0026
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10/11/2016
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P
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$201000
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(4)
(5)
(6)
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(4)
(5)
(6)
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Common Stock
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77277970
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$0.0026
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77277970
(4)
(5)
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I
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See footnote
(1)
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Warrants
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$0.2
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7/24/2012
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7/24/2017
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Common Stock
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5833333
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5833333
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I
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See footnote
(1)
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Options (right to buy)
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$0.2
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6/21/2011
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12/21/2020
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Common Stock
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200000
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200000
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I
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See footnote
(1)
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Explanation of Responses:
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(
1)
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Securities owned by Roche Enterprises, Ltd., formerly known as Acorn Composite Corp., a corporation of which Mr. Roche is the sole shareholder. Mr. Roche may be deemed to have a pecuniary interest in such securities.
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(
2)
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As reported in the Company's Press Release dated January 31, 2017, the Company executed documentation with Roche Enterprises, Ltd., a corporation formerly known as Acorn Composite Corp. and a major shareholder of the Company ("Roche Enterprises"), pursuant to which Roche Enterprises provided the Company with short-term bridge financing in the form of a Senior Secured Convertible Promissory Note in the principal amount of $80,000 (the "January 2017 Convertible Note"). The January 2017 Convertible Note matures 30 days following the date on which a final drawdown of funds under the January 2017 Convertible Note occurs, which final drawdown will occur in March 2017, but is subject to extension by up to an additional three months, in the sole discretion of Roche Enterprises. (Continued)
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(
3)
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(Footnote 2 Continuation) The conversion price is $0.002601 per share, which is equal to the weighted average conversion price paid by Carebourn Capital, L.P. upon conversion of its promissory note into the equity securities of the Company during 2016. The number of shares of Common Stock issuable upon conversion of the January 2017 Convertible Note may increase, to the extent that such conversion reflects any accrued interest and fees with respect thereto.
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(
4)
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As reported in the Company's Current Report on Form 8-K filed with the SEC on October 18, 2016, on October 11, 2016, the Company executed documentation with Roche Enterprises, pursuant to which Roche Enterprises provided the Company with short-term bridge financing in the form of a Senior Secured Convertible Promissory Note in the principal amount of $201,000 (the "2016 Convertible Note"). The 2016 Convertible Note contained an original maturity date of December 1, 2016 but on November 30, 2016, Roche Enterprises exercised its right to extend the maturity date, in its sole discretion, by up to an additional three months. The 2016 Convertible Note, as originally executed, contained a mutual mistake as to the correct conversion price of the outstanding balance of the note, should Roche Enterprises elect to convert it. (Continued)
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(
5)
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(Footnote 4 Continuation) The Company and Roche Enterprises executed an amended and restated 2016 Convertible Note on December 28, 2016 containing the correct conversion price of $0.002601 per share, which is equal to the weighted average conversion price paid by Carebourn Capital, L.P. upon conversion of its promissory note into the equity securities of the Company during 2016. The 2016 Convertible Note, as amended and restated on December 28, 2016, no longer contains a liquidation preference. The number of shares of Common Stock issuable upon conversion of the 2016 Convertible Note, as amended and restated, may increase, to the extent that such conversion reflects any accrued interest and fees with respect thereto.
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(
6)
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Each of the 2016 Convertible Note, as amended and restated, and the January 2017 Convertible Note is convertible into Common Stock at any time.
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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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Roche Robert W.
C/O RVUE HOLDINGS, INC.
6688 JOLIET ROAD, #255
INDIAN HEAD PARK, IL 60525
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X
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X
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Signatures
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/s/ Robert W. Roche
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2/1/2017
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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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