Statement of Changes in Beneficial Ownership (4)
August 23 2019 - 9:19AM
Edgar (US Regulatory)
FORM 4
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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
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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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SCHEDER-BIESCHIN MAX |
2. Issuer Name and Ticker or Trading Symbol
Globe Photos, Inc.
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GBPT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer
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(Last)
(First)
(Middle)
C/O GLOBE PHOTOS, INC., 6445 SOUTH TENAYA, SUITE B-130 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/22/2019
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(Street)
LAS VEGAS, NV 89113
(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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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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Restricted Stock Units
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(1)
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8/22/2019
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A
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25000
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(2)
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(2)
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Common Stock
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25000
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$0
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25000
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D
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Employee Stock Option (Right to buy)
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$8
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8/22/2019
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A
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100000
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(3)
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8/21/2029
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Common Stock
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100000
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$0
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100000
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D
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Employee Stock Option (Right to buy)
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$8
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8/22/2019
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A
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125000
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(4)
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8/21/2029
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Common Stock
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125000
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$0
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125000
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D
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Explanation of Responses:
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(1)
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Restricted stock units convert into common stock on a one-for-one basis.
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(2)
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On August 22, 2019, the reporting person was granted 25,000 restricted stock units vesting (i) 50% on the date reporting person began providing services to the issuer and (ii) the remaining 50% on the six-month anniversary of the date reporting person began providing services to the issuer.
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(3)
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On August 22, 2019, the reporting person was granted 100,000 options to purchase common stock which shall vest and become exercisable upon the earlier of (i) the first anniversary of the date reporting person began providing services to the issuer or (ii) the consummation of an underwritten public offering and listing with Nasdaq.
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(4)
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On August 22, 2019, the reporting person was granted 125,000 options to purchase common stock which shall vest and become exercisable as follows: 12,500 of the options will vest in the first fiscal quarter in which the Company's trailing twelve month ("TTM") revenues exceed $10,000,000. The remaining options will vest in 12,500 option increments in the first fiscal quarter in which the Company exceeds $10,000,000 in additional TTM revenues. All 125,000 options will vest and become exercisable in the first quarter in which the Company's TTM revenues exceed $30,000,000.
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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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SCHEDER-BIESCHIN MAX C/O GLOBE PHOTOS, INC. 6445 SOUTH TENAYA, SUITE B-130 LAS VEGAS, NV 89113
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Chief Financial Officer
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Signatures
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/s/ Max Scheder Beischin
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8/23/2019
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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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