Statement of Changes in Beneficial Ownership (4)
November 21 2019 - 5:52PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Xu Peixin |
2. Issuer Name and Ticker or Trading Symbol
Cinedigm Corp.
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CIDM
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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)
40 LIANGMAQIAO ROAD, 21ST CENTURY PLAZA, B-609 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/9/2019 |
(Street)
BEIJING, F4 100125
(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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Class A Common Stock | 7/9/2019 | | P | | 2000000 (2) | A | $4500000 | 21666667 | I | By spouse (1) |
Class A Common Stock | 8/2/2019 | | P | | 1900000 (3) | A | $2850000 | 23566667 | I | By spouse (1) |
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) | 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 |
Convertible Note | $1.5 | 10/9/2018 | | P | | 1 | | 10/9/2018 | 10/8/2020 | Class A Common Stock | 3333333 (4) | $5000000 | 3333333 | I | See Footnotes (1)(4) |
Convertible Note | $1.5 | 7/12/2019 | | P | | 1 | | 7/12/2019 | 3/4/2020 | Class A Common Stock | 6666666 (5) | $10000000 | 6666666 | I | See Footnotes (1)(5) |
Explanation of Responses: |
(1) | The Reporting Person is the spouse of the sole owner of Bison Capital Holding Company Limited, which owns 100% equity interest of Bison Entertainment and Media Group ("BEMG") who then holds 100% equity interest of Bison Entertainment Investment Limited ("BEI"). In addition, the Reporting Person through several holding entities, is the controlling beneficially owner of MingTai Investment LP ("MingTai") and Bison Global Investment SPC for and on behalf of Global Investment SPC-Bison Global No. 1 ("Bison Global") |
(2) | Representing 2,000, 000 shares of Class A Common Stock originally issued to BEMG at $1.50 per share pursuant to a purchase agreement between the Cinedigam Corp. (the "Company") and BEMG dated July 9, 2019 and transferred by BEMG to BEI pursuant to a share transfer agreement among BEMG and BEI dated October 24, 2019. |
(3) | Representing 1,900,000 shares of Class A Common Stock originally issued to BEMG at $1.50 per share pursuant to a purchase agreement between the Company and BEMG dated August 2, 2019 and later transferred by BEMG to BEI pursuant to a share transfer agreement among BEMG and BEI dated October 24, 2019. |
(4) | Representing 3,333,333 shares of Class A Common Stock underlying a convertible note issued by the Company to MingTai dated October 8, 2018, in the principal amount of $5,000,000, convertible into shares of Class A Common Stock at $1.50 per share. |
(5) | Representing 6,666,666 shares of Class A Common Stock underlying a convertible note issued by the Company to Bison Global dated July 12, 2019, in the principal amount of $10,000,000, convertible into shares of Class A Common Stock at $1.50 per share. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Xu Peixin 40 LIANGMAQIAO ROAD, 21ST CENTURY PLAZA B-609 BEIJING, F4 100125 | X | X |
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Signatures
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/s/ Peixin Xu | | 11/21/2019 |
**Signature of Reporting Person | Date |
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