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
Staffing 360 Solutions, Inc. [ STAF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/28/2014 | ||||||||||||||||||||||||||
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, $0.00001 par value per share | 01/01/2015 | J(1) | 1,021,230 | A | $1(1) | 1,948,429 | D |
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 | ||||||||
Options Pursuant to Plan | $2 | 01/28/2014 | 01/28/2014 | A | 66,000 | 01/28/2014 | 01/28/2019 | Option | 66,000 | (2) | 66,000 | D | |||
Options Pursuant to Plan | $1 | 01/28/2014 | 01/28/2014 | A(2) | 264,000 | 01/28/2015(2) | 01/28/2019 | Option | 264,000 | (2) | 264,000 | D | |||
Warrants for Debt Conversion | $1.25 | 01/01/2015 | 01/01/2015 | J(1) | 1,123,352 | 01/01/2015 | 01/01/2025 | Warrant | 1,123,352 | (1) | 1,123,352 | D |
Explanation of Responses: |
1. These transactions are part of the conversion of an aggregate of $1,021,230 of principal and interest payments through the maturity date of a promissory note issued in connection with the acquisition of Initio International Holdings, Inc. ("Initio") into (i) 1,021,230 shares (the "Shares") of the Company's restricted common stock, par value $.00001 per share (the "Common Stock") (at the rate of $1.00 per share), and (ii) warrants to purchase 1,123,352 shares of Common Stock at a per share exercise price of $1.25 per share, exercisable for ten (10) years from the date of conversion. |
2. These options were awarded on 1/28/2014 as part of the Company's stock option plan. They vest as follows: i) 66,000 of the options vest immediately at an exercise price of $2.00 (see Row #1), and ii) 66,000 vest each anniversary until an additional 264,000 options have vested at an exercise price of $1.00 (see Row #2). Each of the options are exercisable for a term of 5 years of the initial transaction date (i.e. 1/28/2019). |
/s/ Matthew Briand | 01/02/2015 | |
** 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. |