Cassidy Bruce A. Sr.'s Form 4/A amendment
AmendedLoop Media, Inc. (LPTV) · filed Feb 28, 2022
- Accession no.
- 0000905718-22-000433
- Filed
- Feb 28, 2022, 9:43 PM ET
- Trade date
- Apr 1, 2021
- Filing delay
- 333 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Oct 15, 2021
This filing lists 2 derivative transactions. It carries over 20 transactions from the original filing that it did not restate. Open-market purchases total $3.12M. It was filed 333 days after the trade.
This amendment restates part of 0000905718-21-001347 (filed Oct 15, 2021). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Cassidy Bruce A. Sr.CIK 0001484879 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0000905718-21-001347 (filed Oct 15, 2021).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 5, 2020 | Common Stock | JOtherDisposed | −60,000,000 | –F2 | – | 0 | Indirect | Duplicate filing |
| Sep 30, 2020 | Common Stock | PPurchaseAcquired | +960,000 | $1.25 | +$1,200,000 | 960,000 | Indirect | |
| Jun 1, 2021 | Common Stock | JOtherAcquired | +3,529 | $2.80 | +$9,866.03 | 3,529 | Indirect | |
| Jun 1, 2021 | Common Stock | JOtherAcquired | +7,982 | $2.80 | +$22,315.28 | 967,982 | Indirect | |
| Aug 17, 2021 | Common Stock | PPurchaseAcquired | +363,163 | $2.92 | +$1,060,435.96 | 366,692 | Indirect | |
| Aug 17, 2021 | Common Stock | PPurchaseAcquired | +5,349,945 | $0.16 | +$855,991.2 | 5,716,637 | Indirect | |
| Sep 30, 2021 | Common Stock | PPurchaseAcquired | +320,000 | –F10 | – | 6,036,637 | Indirect |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 5, 2020 | Common Stock | JOtherAcquired | +20,000,000 | –F2 | – | 200,000 | Indirect | |
| Feb 5, 2020 | Series A Preferred Stock | JOtherDisposed | −2,654,000 | –F2 | – | 46,000 | Indirect | Duplicate filing |
| Feb 5, 2020 | Series A Preferred Stock | GGiftDisposed | −30,000 | $0.00 | $0 | 16,000 | Indirect | Duplicate filing |
| Feb 5, 2020 | Series A Preferred Stock | SSaleDisposed | −16,000 | $3.13 | −$50,000 | 0 | Indirect | Duplicate filing |
| Mar 11, 2020 | Common Stock | JOtherAcquired | +2,666,667 | –F4 | – | 2,666,667 | Indirect | |
| Dec 1, 2020 | 4% Convertible Note | PPurchaseAcquired | – | –F8 | – | – | Indirect | |
| Dec 1, 2020 | Common Stock | PPurchaseAcquired | +68,182 | –F5 | – | 68,182 | Indirect | |
| Apr 1, 2021 | 4% Convertible Note | PPurchaseAcquired | – | –F8 | – | – | Indirect | |
| May 1, 2021 | 4% Convertible Note | PPurchaseAcquired | – | –F8 | – | – | Indirect | |
| May 1, 2021 | Common Stock | PPurchaseAcquired | +36,364 | –F5 | – | 36,364 | Indirect | |
| Jun 1, 2021 | 4% Convertible Note | PPurchaseAcquired | – | –F8 | – | – | Indirect | |
| Jun 1, 2021 | Common Stock | PPurchaseAcquired | +36,364 | –F5 | – | 36,364 | Indirect | |
| Sep 30, 2021 | Common Stock | PPurchaseAcquired | +320,000 | –F10 | – | 320,000 | Indirect |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F2
On February 5, 2020, Reporting Person exchanged 60,000,000 shares of Common Stock, 2,654,000 shares of Series A Preferred Stock, forgiveness of indebtedness in the amount of $1,000,000 and $1,000,000 in cash for 200,000 shares of Series B Preferred Stock, convertible at any time by Reporting Person into 20,000,000 shares of Common Stock. The Series B Preferred Stock has no expiration date.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F4
Warrants were issued in connection with merger in consideration for the cancellation of indebtedness in the principal amount of $180,000. The warrants are exercisable at any time at the option of the Reporting Person.
Referenced by the price of 1 transaction in Table II.
- F5
Warrants were issued in connection with a 4% convertible promissory note. The warrants are exercisable at any time at the option of the Reporting Person and expire on the earlier to occur of December 1, 2022 or immediately prior to closing of IPO or upon a change of control.
Referenced by the price of 3 transactions in Table II.
- F8
Notes may be converted (1) on the Maturity Date based on the average of the VWAP of common stock during each trading day during the thirty (30) trading day period ending one trading day prior to the maturity date; (2) immediately upon a change of control based on the average of the VWAP of common stock during each trading day during the ten (10) trading day period ending one trading day prior to the change of control effective date; and (3) mandatorily at the closing of a qualified IPO at (i) the public offering price per share of the common stock multiplied by (ii) one (1) minus twenty percent (20%).
Referenced by the price of 4 transactions in Table II.
- F10
Pursuant to the Securities Purchase Agreement, dated September 30, 2021, by and between the Issuer and the Reporting Person, Reporting Person purchased 320,000 shares of Common Stock and warrants to purchase up to 320,000 shares of Common Stock. The aggregate purchase price for one share of Common Stock and one warrant to purchase one share of Common Stock was $1.25.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Reporting Person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F2
Warrants were issued in connection with a convertible promissory note. The warrants are exercisable at any time at the option of the Reporting Person and expire on the earlier to occur of December 1, 2022 or immediately prior to closing of IPO or upon a change of control.
Referenced by the price of 1 transaction in Table II.
- F3
Notes may be converted (1) on the Maturity Date based on the average of the VWAP of common stock during each trading day during the thirty (30) trading day period ending one trading day prior to the maturity date; (2) immediately upon a change of control based on the average of the VWAP of common stock during each trading day during the ten (10) trading day period ending one trading day prior to the change of control effective date; and (3) mandatorily at the closing of a qualified IPO at (i) the public offering price per share of the common stock multiplied by (ii) one (1) minus twenty percent (20%).
Referenced by the price of 1 transaction in Table II.
- F4
The original Form 4 filed by the Reporting Person on October 15, 2021 (the "Original Form 4") erroneously reported that the Reporting Person holds two convertible notes, both issued on April 1, 2021, and each in the principal amount of $800,000. The Reporting Person only holds one such convertible note which is reported herein in Table II.