Statement of Changes in Beneficial Ownership (4)

Date : 05/08/2019 @ 9:09PM
Source : Edgar (US Regulatory)
Stock : Peerstream, Inc. (QB) (PEER)
Quote : 3.6  0.0 (0.00%) @ 9:38PM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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
                      

1. Name and Address of Reporting Person *

Krandel Judy
2. Issuer Name and Ticker or Trading Symbol

PeerStream, Inc. [ PEER ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Former Chief Financial Officer
(Last)          (First)          (Middle)

122 EAST 42ND STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/7/2019
(Street)

NEW YORK, NY 10168
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $4.55   5/7/2019     D         142857      (1) 11/14/2026   Common Stock   142857     (1) 0   D    
Stock Option (Right to Buy)   $3.55   5/7/2019     A      142857       5/7/2019   (2) 5/6/2029   Common Stock   142857   $0   142857   D    

Explanation of Responses:
(1)  Represents the cancellation of a stock option on May 7, 2019 pursuant to a cancellation agreement. The cancelled stock option was granted on November 15, 2016. Under this stock option, the shares of common stock underlying the stock option would have vested and become exercisable in four equal annual installments, beginning on the six month anniversary of the date of grant; provided, that upon the effective date of a "change in control" (as defined in the PeerStream, Inc. 2016 Long-Term Incentive Plan (the "Plan")), 50% of the then-unvested shares would have immediately vested on the date of the change in control and the remaining 50% of the then-unvested shares would have vested on the earlier of (i) the original date such shares would have vested or (ii) the first and second anniversaries of the date of the change in control in equal installments, in each case subject to the terms and conditions of the option agreement. The reporting person received a new stock option representing the right to purchase 142,857 shares of common stock as consideration for the cancellation as disclosed herein.
(2)  This stock option was granted pursuant to a stock option agreement dated May 7, 2019 (the "New Option Agreement"). Pursuant to the New Option Agreement, 50% of the shares of common stock underlying this stock option vested on the date of grant, 25% of the shares of common stock underlying this stock option will vest on May 15, 2019 and 25% of the shares of common stock underlying this stock option will vest in 12 equal installments on the 15th day of each month, with the first such tranche vesting on June 15, 2019 and the last such tranche vesting on May 15, 2020; provided, that upon the effective date of a "change in control" (as defined in the Plan), 50% of the then-unvested shares immediately will vest on the date of the change in control and the remaining 50% of the then-unvested shares will vest on the earlier of (i) the original date such shares would have vested or (ii) the first and second anniversaries of the date of the change in control in equal installments, in each case subject to the terms and conditions of the New Option Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Krandel Judy
122 EAST 42ND STREET
NEW YORK, NY 10168


Former Chief Financial Officer

Signatures
/s/ Judy Krandel 5/8/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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