Initial Statement of Beneficial Ownership (3)
December 09 2016 - 5:31PM
Edgar (US Regulatory)
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
|
|
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
*
Krohn John Michael
|
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/31/2015
|
3. Issuer Name
and
Ticker or Trading Symbol
Spotlight Innovation, Inc. [STLT]
|
(Last)
(First)
(Middle)
11147 AURORA AVENUE, BUILDING 3
|
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
|
(Street)
URBANDALE, IA 50322
(City)
(State)
(Zip)
|
5. 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 Beneficially Owned
|
1.Title of Security
(Instr. 4)
|
2. Amount of Securities Beneficially Owned
(Instr. 4)
|
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
|
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
|
Common Stock
|
722219
|
D
|
|
Common Stock
|
3017676
|
I
|
By LLC
(1)
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 4)
|
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
|
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
|
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Warrant
|
1/17/2013
|
3/24/2017
|
Common Stock
|
31641
|
$1.29
|
D
|
|
Warrant
|
1/17/2013
|
3/24/2017
|
Common Stock
|
31641
|
$1.29
|
D
|
|
Warrant
|
4/28/2013
|
3/24/2017
|
Common Stock
|
63282
|
$1.29
|
D
|
|
Warrant
|
8/2/2013
|
3/24/2017
|
Common Stock
|
31641
|
$1.29
|
D
|
|
Warrant
|
8/15/2013
|
3/24/2017
|
Common Stock
|
31641
|
$1.29
|
D
|
|
Warrant
|
11/20/2013
|
3/24/2017
|
Common Stock
|
31641
|
$1.29
|
D
|
|
Option
|
2/24/2016
|
2/24/2018
|
Common Stock
|
75000
|
$0.61
|
D
(2)
|
|
8% Convertible Note
|
12/31/2015
|
(3)
|
Common Stock
|
1666667
|
$0
(3)
|
I
|
By LLC
(5)
(4)
|
Warrant
|
10/18/2016
|
12/31/2019
|
Common Stock
|
180000
|
$1.46
|
I
|
By LLC
(5)
(4)
|
Warrant
|
10/18/2016
|
12/31/2019
|
Common Stock
|
150000
|
$1.00
|
I
|
By LLC
(4)
(5)
|
Warrant
|
10/18/2016
|
12/31/2019
|
Common Stock
|
250000
|
$1.00
|
I
|
By LLC
(4)
(5)
|
Warrant
|
10/18/2016
|
12/31/2019
|
Common Stock
|
100000
|
$1.25
|
I
|
By LLC
(4)
(5)
|
Explanation of Responses:
|
(
1)
|
Based on 50% of total held by K-4 Enterprises, LLC ("K4"), which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K-4 and in such capacity holds voting and dispositive power over the securities held by such entity.
|
(
2)
|
25,000 of such options, or 1/3, vested upon issuance on February 24, 2016, and the remaining 50,000, or 2/3, shall vest equally in one-third increments over the following two years on each of February 24, 2017 and February 24, 2018
|
(
3)
|
This number is rounded to the nearest whole number. Represents 50% of the total number of shares (3,333,333) issuable upon conversion of an 8% convertible promissory note, in the principal amount of $2,500,000, owned by K-4 (the "Note"). The Note, originally issued on December 31, 2015, was subsequently amended and restated pursuant to that certain Forbearance and Refinancing Agreement dated October 18, 2016 (the "Refinanced Noted"). The Refinanced Note is convertible only in those circumstances described in the Refinanced Note. The Maturity Date as defined in the Refinanced Note is December 31, 2021. The number of shares reported as securities underlying the Refinanced Note does not include shares issuable upon conversion of accrued interest.
|
(
4)
|
The Reporting Person is the Managing Member of K-4 and in such capacity holds voting and dispositive power over the securities held by such entity.
|
(
5)
|
Based on 50% of total held by K-4, which represents the 50% equity ownership interest held by the Reporting Person.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Krohn John Michael
11147 AURORA AVENUE
BUILDING 3
URBANDALE, IA 50322
|
X
|
X
|
|
|
Signatures
|
/s/ John M. Krohn
|
|
12/9/2016
|
**
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 5(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.
|