Statement of Changes in Beneficial Ownership (4)
November 14 2017 - 5:09PM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
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
*
HOAG JAY C
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2. Issuer Name
and
Ticker or Trading Symbol
THESTREET, INC.
[
TST
]
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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)
C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/10/2017
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(Street)
PALO ALTO, CA 94301
(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)
___ Form filed by One Reporting Person
_
X
_ 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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11/10/2017
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J
(1)
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5951946
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A
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(1)
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5951946
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I
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By TCV VI, L.P.
(2)
(3)
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Common Stock
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11/10/2017
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J
(1)
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48054
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A
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(1)
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48054
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I
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By TCV Member Fund, L.P.
(2)
(3)
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Common Stock
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152377
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I
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By TCV VI Management, L.L.C.
(2)
(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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Series B Preferred Stock
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(4)
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11/10/2017
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J
(1)
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5455.95
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(4)
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(4)
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Common Stock
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3826051
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(1)
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0
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I
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TCV VI, L.P.
(2)
(3)
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Series B Preferred Stock
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(4)
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11/10/2017
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J
(1)
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44.05
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(4)
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(4)
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Common Stock
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30891
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(1)
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0
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I
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TCV Member Fund, L.P.
(2)
(3)
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Explanation of Responses:
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(1)
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Pursuant to an exchange agreement by and among the Issuer and the TCV VI Funds (as defined below), each share of Series B convertible preferred stock was exchanged for 1,090.9 shares of Common Stock and approximately $3,636.36 in cash.
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(2)
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Technology Crossover Management VI, L.L.C. ("Management VI"), as the general partner of TCV VI, L.P. ("TCV VI") and a general partner of the TCV Member Fund, L.P. ("Member Fund" and, together with TCV VI, the "TCV VI Funds"), may be deemed to share beneficial ownership of the shares held by the TCV VI Funds. Management VI disclaims any such beneficial ownership, except to the extent of its pecuniary interest therein. Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and Robert W. Trudeau (collectively, the "Management VI Members") are Class A Members of Management VI and limited partners of Member Fund and, in such capacity, each may be deemed to share beneficial ownership of the shares of Common Stock held by the TCV VI Funds. Additionally, each of the Management VI Members are Members of TCV VI Management, L.L.C. ("TCV VI Management") and, in such capacity, each may be deemed to share beneficial ownership of the shares of Common Stock held by TCV VI Management.
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(3)
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(Continued from footnote 2) Each of the Management VI Members disclaims any such beneficial ownership except to the extent of their respective pecuniary interest therein.
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(4)
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Each share of Series B convertible preferred stock was convertible at any time at the option of the holder into approximately 701.3 shares of Common Stock and had no expiration date.
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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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HOAG JAY C
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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KIMBALL RICK
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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DREW JOHN
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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REYNOLDS JON Q JR
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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Trudeau Robert
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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Technology Crossover Management VI, L.L.C.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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TCV VI L P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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TCV Member Fund, L.P.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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TCV VI Management, L.L.C.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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Signatures
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Jay C. Hoag, By: /s/ Frederic D. Fenton, Authorized Signatory
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11/14/2017
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**
Signature of Reporting Person
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Date
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Richard H. Kimball, By: /s/ Frederic D. Fenton, Authorized Signatory
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11/14/2017
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**
Signature of Reporting Person
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Date
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John L. Drew, By: /s/ Frederic D. Fenton, Authorized Signatory
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11/14/2017
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**
Signature of Reporting Person
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Date
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John Q. Reynolds, Jr., By: /s/ Frederic D. Fenton, Authorized Signatory
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11/14/2017
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**
Signature of Reporting Person
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Date
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Robert W. Trudeau, By: /s/ Frederic D. Fenton, Authorized Signatory
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11/14/2017
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**
Signature of Reporting Person
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Date
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Technology Crossover Management VI, L.L.C., By: /s/ Frederic D. Fenton, Authorized Signatory
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11/14/2017
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**
Signature of Reporting Person
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Date
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TCV VI, L.P., By: /s/ Frederic D. Fenton, Authorized Signatory
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11/14/2017
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**
Signature of Reporting Person
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Date
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TCV Member Fund, L.P., By: /s/ Frederic D. Fenton, Authorized Signatory
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11/14/2017
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**
Signature of Reporting Person
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Date
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TCV VI Management, L.L.C., By: /s/ Frederic D. Fenton, Authorized Signatory
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11/14/2017
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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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