MSLP Muscle Pharm Corporation (CE)

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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).

This Amendment No. 2 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.

On December 8, 2016, the Reporting Person was granted 200,000 shares of restricted stock in consideration of his entering into the Amended and Restated Executive Employment Agreement between the Issuer and the Reporting Person, dated November 18, 2016 (the “Employment Agreement”). On January 1, 2017, the Reporting Person was granted an additional 350,000 shares of restricted stock pursuant to the terms of the Employment Agreement, upon the achievement of specified performance goals previously established by the Compensation Committee of the Issuer’s Board of Directors. Each grant of restricted stock was made under, and subject to the terms and conditions of, the Company’s 2015 Incentive Compensation Plan, and vests in full upon the first anniversary of its respective grant date.

In addition, on January 14, 2017, the Issuer and the Reporting Person amended the previously reported convertible secured promissory note dated December 7, 2015 (“First Convertible Note”), issued by the Issuer to the Reporting Person, as the “Holder”, in the original principal amount of $6,000,000. The amendment increased the interest rate on the First Convertible Note from 8% to 10% per annum and extended the maturity date thereof from January 15, 2017 to November 8, 2017 (the “Maturity Date”). The principal amount of the First Convertible Note, as well as any accrued but unpaid interest thereon, is convertible into shares of Common Stock at a per share exercise price of $2.30.

On November 18, 2016, the Issuer entered into the Employment Agreement, pursuant to which the Reporting Person agreed to continue to serve as the Executive Chairman of the Board of Directors of the Issuer and also to serve as President and Chief Executive Officer of the Issuer. Pursuant to the Employment Agreement, the Reporting Person was granted additional shares of restricted stock on December 8, 2016 in consideration of his entering into the Employment Agreement, and on January 1, 2017 upon the achievement of specified performance goals previously established by the Compensation Committee of Issuer’s Board of Directors. On January 14, 2017, the Issuer and the Reporting Person amended the First Convertible Note to increase the interest rate and extend the maturity date thereof to allow the Issuer to meet its liabilities and continue as a going concern. The Reporting Person holds all shares reported as beneficially owned for investment purposes.

The Reporting Person is President, Chief Executive Officer 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.

The Reporting Person currently intends to purchase up to 155,000 shares of the Issuer’s Common Stock in a privately negotiated transaction, at a purchase price of approximately $1.60 per share. However, there can be no assurances that this proposed transaction will close, or as to the terms and conditions or the timing of such proposed transaction.

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 the First Convertible Note, 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. On January 14, 2017, the Issuer and the Reporting Person amended the First Convertible Note to increase the interest rate from 8% to 10% per annum and extend the maturity date thereof from January 15, 2017 to the Maturity Date. 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 April 24, 2017, $37,922.38 of interest, convertible into approximately 16,487 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 the Maturity Date.

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 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. Pursuant to 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. As of April 24, 2017, $72,557.11 of interest, convertible into approximately 39,648 shares, on the Second Convertible Note was accrued but unpaid. 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 the 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 of the First Convertible Note and Second Convertible Note.

As of April 24, 2017, the Reporting Person also beneficially owns 1,499,408 shares held by Consac LLC; 31,924 fully vested shares of restricted stock; 550,000 unvested shares of restricted stock; 68,681 shares subject to vested stock options with an exercise price per share of $1.89; and 17,170 shares subject to stock options with an exercise price per share of $1.89 that will vest within 60 days of this Amendment No. 2. 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.

Except as described above in this Schedule 13D/A, the Reporting Person has no other 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.