Statement of Changes in Beneficial Ownership (4)
September 20 2019 - 6:11AM
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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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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Drexler Ryan Charles |
2. Issuer Name and Ticker or Trading Symbol
MusclePharm Corp
[
MSLP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO
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(Last)
(First)
(Middle)
C/O MUSCLEPHARM CORPORATION, 4400 VANOWEN ST. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/5/2018
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(Street)
BURBANK, CA 91505
(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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1/5/2018
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J(1)
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81113
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A
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$.65 (1)
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663037
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D
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Common Stock
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9/16/2019
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C(2)
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16216216
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A
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$1.11 (2)
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16879253
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D
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Common Stock
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1499408
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I
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See footnote (3)
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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 Promissory Note (right to buy)
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$1.11
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9/16/2019
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C
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0 (2)
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(4)
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12/31/2019
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Common Stock
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16216216 (2)
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$0
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0 (2)
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D
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Explanation of Responses:
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(1)
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The Reporting Person was issued shares of common stock in lieu of cash interest in accordance with the terms of the Note (as defined below).
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(2)
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The Reporting Person was issued shares of common stock upon his partial conversion, at a conversion price of $1.11 per share, of $18,000,000 of the amount outstanding under an Amended and Restated Convertible Secured Promissory Note, dated as of November 8, 2017 (the "Note"), issued by the Issuer to the Reporting Person. Following the partial conversion, there remained $1,262,910.15 of principal amount outstanding under the note and no outstanding interest as of such date. The Note bears interest at the rate of 12% per annum, with interest payments due on the last day of each quarter.
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(3)
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Represents shares of common stock held by Consac LLC ("Consac").The Reporting Person is the Chief Executive Officer 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.
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(4)
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The Reporting Person may convert the outstanding principal and accrued interest under the Note into shares of common stock at any time at a conversion price of $1.11 per share.
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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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Drexler Ryan Charles C/O MUSCLEPHARM CORPORATION 4400 VANOWEN ST. BURBANK, CA 91505
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X
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CEO
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Signatures
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/s/ Ryan Charles Drexler
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9/18/2019
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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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