Statement of Changes in Beneficial Ownership (4)
May 20 2020 - 7:07PM
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
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Bison Global Investment SPC |
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)
_____ 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)
4/15/2020 |
(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 | 4/15/2020 | | P | | 8224114 | D | (1) | 8224114 | D | |
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 | 4/15/2020 | | P | | 1 | | 4/15/2020 | 3/4/2021 (2) | Class A Common Stock | 6666667 (2) | $10000000 | 6666667 | D | |
Explanation of Responses: |
(1) | Representing 8,224,114 shares of Class A Common Stock of Cinedigm Corp.(the "Company") that the Reporting Person acquired pursuant to a stock purchase agreement (the "April Stock Purchase Agreement") among the Company and five shareholders of Starrise Media Holdings Limited, a leading Chinese entertainment company ("Starrise") including the Reporting Person to buy an aggregate of 223,380,000 outstanding ordinary shares of Starrise from such sahreholders and for the Company to issue to them an aggregate of 29,855,081 shares of its Class A common stock in consideration therefor (the "April Share Acquisition"). On April 15, 2020, the April Share Acquisition was consummated. |
(2) | Representing 6,666,666 shares of Class A Common Stock underlying a convertible note issued by the Company to Bison Global Investment SPC for and on behalf of Global Investment SPC-Bison Global No. 1dated July 12, 2019, in the principal amount of $10,000,000, convertible into shares of Class A Common Stock at $1.50 per share. On April 15, 2020, the Company executed a letter amendment to the Note. Among other things, the Letter Amendment amended the Bison Note, effective as of March 4, 2020, to change the maturity date of the note to March 4, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bison Global Investment SPC 40 LIANGMAQIAO ROAD, 21ST CENTURY PLAZA B-609 BEIJING, F4 100125 |
| X |
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Signatures
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/s/ Yu-An Chen | | 5/20/2020 |
**Signature of Reporting Person | Date |
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