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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) | $ 1.45 | 08/18/2016 | A | 50,000 | (1) | 08/18/2023 | Common Stock | 50,000 | $ 0 | 50,000 | D | ||||
Restricted Stock Unit | (2) | 08/18/2016 | A | 8,353 | (3) | (4) | Common Stock | 8,353 | $ 0 | 8,353 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Goldberg Bradley C/O 11150 SANTA MONICA BOULEVARD SUITE 600 LOS ANGELES, CA 90025 |
X |
/s/ Bradley Goldberg | 08/22/2016 | |
**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) | 25% of the options vest annually in four equal installments beginning on the first anniversary of the date of grant. In addition, all the options vest fully upon a change in control and the occurrence of certain events of the Issuer. |
(2) | Each restricted stock unit represents a contingent right to receive one share of the Spark Network, Inc.'s (the "Company") common stock. |
(3) | These shares represent a grant of restricted stock units under the Company's 2007 Omnibus Incentive Plan on August 18, 2016. This grant was made in lieu of cash fees for non-employee director service on the Company's board of directors for the third and fourth quarters of 2016. Fifty percent (50%) of the restricted stock units subject to the award vest at the end of the third quarter on September 30, 2016, and the remaining fifty percent (50%) vest at the end of the fourth quarter on December 31, 2016, subject to the reporting person's continuous service as a director. |
(4) | Not applicable. |