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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 5.25 (1) | 04/01/2015 | A | 60,000 | 04/01/2015(2) | (3) | Common Stock | 60,000 | $ 0 | 60,000 | D | ||||
Stock Option (Right to Buy) | $ 7.5 (4) | 04/01/2015 | A | 120,000 | 04/01/2015(2) | (3) | Common Stock | 120,000 | $ 0 | 120,000 | D | ||||
Stock Option (Right to Buy) | $ 10 (5) | 04/01/2015 | A | 180,000 | 04/01/2015(2) | (3) | Common Stock | 180,000 | $ 0 | 180,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Egan Michael S C/O SPARK NETWORKS, INC. 11150 SANTA MONICA BOULEVARD, SUITE 600 LOS ANGELES, CA 90025 |
Chief Executive Officer |
/s/ Michael S. Egan | 04/01/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Such options are subject to a "Trigger Price", as defined in Footnote 2, of $6.00 per option. |
(2) | Such options vest 100% on April 1, 2015, provided that, except with respect to a Change in Control as defined in the Company's 2007 Omnibus Incentive Plan (the "Plan"), the Company's per share stock price must close at or above the applicable trigger price (the "Trigger Price") for twenty (not necessarily consecutive) business days since the grant date and prior to exercise for the options to be exercisable. Notwithstanding the Trigger Price, the applicable exercise price per share for such exercisable options will remain as described. In the event of a Change in Control, such options would be immediately exercisable at the applicable exercise price per share, provided that the price per share of Company stock reflected by such Change in Control exceeds the applicable Trigger Prices for such options. |
(3) | See "General Remarks" for Footnote 3. |
(4) | Such options are subject to a "Trigger Price", as defined in Footnote 2, of $10.00 per option. |
(5) | Such options are subject to a "Trigger Price", as defined in Footnote 2, of $13.50 per option. |
Remarks: Such vested options would expire on the earlier to occur of the following: (i) if, in the event of termination for any reason of the grantee's employment with the Company, then (A) thirty days following such termination of employment if the Company's stock price has closed at or above the Trigger Price applicable to such options for twenty (not necessarily consecutive) business days since the date of grant and prior to such termination of employment, or (B) immediately upon termination, if the Company's stock price has not closed at or above the Trigger Price applicable to such options for twenty (not necessarily consecutive) business days during such timeframe; or (ii) on (A) December 31, 2017, if a grantee's options have not exceeded the applicable Trigger Price for such options for twenty (not necessarily consecutive) business days since the date of grant and prior to such date, or (B) if such grantee's options have exceeded the applicable Trigger Price for such options for twenty (not necessarily consecutive) business days since the date of grant and December 31, 2017, then December 31, 2019, unless they expire earlier pursuant to clause (i) above. |