CUSIP No. 92672V204
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1
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NAME OF REPORTING PERSON
Robert F.X. Sillerman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £ (b) £
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
162,268
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8
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SHARED VOTING POWER
12,498,936
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9
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SOLE DISPOSITIVE POWER
162,268
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10
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SHARED DISPOSITIVE POWER
12,498,936
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,661,204
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.6%
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14
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TYPE OF REPORTING PERSON
IN
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(a) (b)
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As of March 19, 2015, the Reporting Person is the beneficial owner of, and holds the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 12,661,204 shares of Common Stock, representing approximately 59.6% of the outstanding shares of Common Stock. These shares consist of:
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1.
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8,230,623 shares of Common Stock held by Sillerman Investment Company III LLC (“SIC III”), of which Mr. Sillerman is the sole member and manager;
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2.
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225,000 shares of Common Stock subject to warrants held by SIC III that are exercisable at $3.51 per share;
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3.
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150,000 shares of Common Stock subject to warrants held by SIC III that are exercisable at $2.98 per share;
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4.
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775,000 shares of Common Stock subject to warrants held by SIC III that are exercisable at $3.63 per share;
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5.
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350,000 shares of Common Stock subject to warrants held by SIC III that are exercisable at $1.78 per share;
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6.
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2,530,250 shares of Common Stock issuable as of March 19, 2015 upon the conversion of 10,000 shares of Series C Convertible Preferred Stock of held by SIC III;
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7.
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6,250 shares of Common Stock held directly by Mr. Sillerman;
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8.
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31,018 shares of Common Stock subject to restricted stock units held by Mr. Sillerman that vest within 60 days of March 19, 2015;
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9.
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125,000 shares of Common Stock subject to warrants held by Mr. Sillerman that are exercisable at $80.00 per share.
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10.
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62,500 shares of Common Stock subject to warrants held by Sillerman Investment Company II, LLC (“SIC II”), of which Mr. Sillerman is the sole member and manager, which warrants are exercisable at $55.20 per share; and
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11.
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175,562.5 shares of Common Stock subject to warrants held by SIC II that are exercisable at $80.00 per share.
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(c)
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On March 16, 2015, SIC III purchased 7,000 shares of Series C Convertible Preferred Stock pursuant to the Securities Purchase Agreement (defined below in Item 4) for a purchase price of $7,000,000. Pursuant to the terms of the Securities Purchase Agreement, the Company also issued to SIC III warrants to purchase 350,000 shares of Common Stock at an exercise price of $1.78 per share.
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Except as set forth above, as of March 19, 2015, the Reporting Persons has not effected any transactions in the shares of Common Stock during the past 60 days.
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(d)
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None.
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(e)
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Not applicable.
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Exhibit 2
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E-mail Proposal, dated March 19, 2015, from Robert F.X Sillerman to the Board of Directors
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Exhibit 3.1
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Securities Purchase Agreement, dated as of October 24, 2014, by and between the Company and Sillerman Investment Company III LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on October 27, 2014)
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Exhibit 3.2
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Line of Credit Promissory Note, dated as of October 24, 2014, issued by the Company in favor of Sillerman Investment Company III LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on October 27, 2014)
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Exhibit 3.3
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Certificate of Designations of the Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on October 27, 2014)
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Exhibit 3.4
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Form of Warrant issuable pursuant to the Securities Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on October 27, 2014)
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Exhibit 3.5
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Registration Rights Agreement, dated as of October 24, 2014, by and between the Company and Sillerman Investment Company III LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on October 27, 2014)
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Exhibit 3.6
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Form of Demand Promissory Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on December 24, 2014)
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Exhibit 3.7
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Form of NewNote (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on March 18, 2014)
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Exhibit 3.8
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2011 Executive Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 10-K filed by the Company on September 29, 2014)
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Exhibit 3.9
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Form of Warrant (incorporate by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on March 15, 2013)
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Exhibit 99.1 |
Press Release, dated March 20, 2015
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Robert F. X. Sillerman | |||
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By:
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/s/ Robert F. X. Sillerman | |
Exhibit Number
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Description
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Exhibit 2
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E-mail Proposal, dated March 19, 2015, from Robert F.X Sillerman to the Board of Directors
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Exhibit 3.1
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Securities Purchase Agreement, dated as of October 24, 2014, by and between the Company and Sillerman Investment Company III LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on October 27, 2014)
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Exhibit 3.2
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Line of Credit Promissory Note, dated as of October 24, 2014, issued by the Company in favor of Sillerman Investment Company III LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on October 27, 2014)
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Exhibit 3.3
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Certificate of Designations of the Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on October 27, 2014)
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Exhibit 3.4
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Form of Warrant issuable pursuant to the Securities Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on October 27, 2014)
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Exhibit 3.5
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Registration Rights Agreement, dated as of October 24, 2014, by and between the Company and Sillerman Investment Company III LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on October 27, 2014)
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Exhibit 3.6
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Form of Demand Promissory Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on December 24, 2014)
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Exhibit 3.7
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Form of New Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on March 18, 2014)
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Exhibit 3.8
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2011 Executive Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 10-K filed by the Company on September 29, 2014)
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Exhibit 3.9
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Form of Warrant (incorporate by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on March 15, 2013)
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Exhibit 99.1 |
Press Release, dated March 20, 2015
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