| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UNWIRED PLANET, INC. [ UPIP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/20/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/20/2015 | D(1)(2) | 54,878 | D | $0 | 12,068,780(1)(2)(3) | I | See Footnote(1)(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On May 20, 2015, Andrew Dodge resigned his position as a director on the board of directors (the "Board") of Unwired Planet, Inc. (the "Issuer"). As a result of Mr. Dodge's resignation, 54,878 shares of restricted stock that were awarded as an annual director retainer that would have vested in full on November 3, 2015, contingent upon Mr. Dodge's continued service as a member of the Board, were forfeited to the Issuer. Mr. Dodge, a member of Indaba Partners, LLC ("Indaba Partners"), the general partner of Indaba Capital Fund, L.P. ("Indaba Capital"), and a limited partner of Indaba Capital Management, L.P. ("Indaba Capital Management"), the investment manager of Indaba Capital, was designated to serve on the Board by Indaba Capital. |
| 2. Due to the policies of Indaba Capital Management, Mr. Dodge was deemed to hold the shares of restricted stock awarded for the benefit of Indaba Capital and would have either transferred the shares of restricted stock to Indaba Capital upon vesting without consideration or transferred the proceeds of any sale of the restricted stock, less any amounts needed to cover tax obligations, to Indaba Capital. Indaba Capital and certain of its affiliates may have been deemed to have been the indirect beneficial owners of the shares of restricted stock reported herein. |
| 3. Indaba Capital directly holds 12,068,780 shares of the Issuer's common stock. Such shares of common stock directly held by Indaba Capital may be deemed to be indirectly beneficially owned by (a) Indaba Capital Management, by virtue of its role as the investment manager of Indaba Capital, (b) Indaba Partners, by virtue of its role as the general partner of Indaba Capital, (c) IC GP, LLC, by virtue of its role as general partner of Indaba Capital Management, and (d) Derek C. Schrier as the Managing Member of IC GP, LLC and the Senior Managing Member of Indaba Partners. Each Reporting Person hereby disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| Andrew Dodge was designated to serve on the board of directors of Unwired Planet, Inc. (the "Issuer") by Indaba Capital Fund, L.P. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Each reporting person hereby disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that any reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Act or for any other purpose. |
| /s/Hank Brier, as General Counsel of Indaba Capital Management, L.P. | 05/22/2015 | |
| /s/ Hank Brier, as General Counsel of Indaba Partners, LLC | 05/22/2015 | |
| /s/ Hank Brier, as General Counsel of Indaba Capital Fund, L.P. | 05/22/2015 | |
| /s/ Hank Brier, as General Counsel of IC GP, LLC | 05/22/2015 | |
| /s/ Derek C. Schrier | 05/22/2015 | |
| ** 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 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). | ||
| 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 Number. | ||