FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/31/2015 |
3. Issuer Name and Ticker or Trading Symbol
Spotlight Innovation, Inc. [ STLT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 722,219 | D | |
Common Stock | 3,017,676 | I | By LLC(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant | 01/17/2013 | 03/24/2017 | Common Stock | 31,641 | $1.29 | D | |
Warrant | 01/17/2013 | 03/24/2017 | Common Stock | 31,641 | $1.29 | D | |
Warrant | 04/28/2013 | 03/24/2017 | Common Stock | 63,282 | $1.29 | D | |
Warrant | 08/02/2013 | 03/24/2017 | Common Stock | 31,641 | $1.29 | D | |
Warrant | 08/15/2013 | 03/24/2017 | Common Stock | 31,641 | $1.29 | D | |
Warrant | 11/20/2013 | 03/24/2017 | Common Stock | 31,641 | $1.29 | D | |
Option | 02/24/2016 | 02/24/2018 | Common Stock | 75,000 | $0.61 | D(2) | |
8% Convertible Note | 12/31/2015 | (3) | Common Stock | 1,666,667 | $0(3) | I | By LLC(5)(4) |
Warrant | 10/18/2016 | 12/31/2019 | Common Stock | 180,000 | $1.46 | I | By LLC(5)(4) |
Warrant | 10/18/2016 | 12/31/2019 | Common Stock | 150,000 | $1 | I | By LLC(4)(5) |
Warrant | 10/18/2016 | 12/31/2019 | Common Stock | 250,000 | $1 | I | By LLC(4)(5) |
Warrant | 10/18/2016 | 12/31/2019 | Common Stock | 100,000 | $1.25 | I | By LLC(4)(5) |
Explanation of Responses: |
1. Based on 50% of total held by K-4 Enterprises, LLC ("K4"), which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K-4 and in such capacity holds voting and dispositive power over the securities held by such entity. |
2. 25,000 of such options, or 1/3, vested upon issuance on February 24, 2016, and the remaining 50,000, or 2/3, shall vest equally in one-third increments over the following two years on each of February 24, 2017 and February 24, 2018 |
3. This number is rounded to the nearest whole number. Represents 50% of the total number of shares (3,333,333) issuable upon conversion of an 8% convertible promissory note, in the principal amount of $2,500,000, owned by K-4 (the "Note"). The Note, originally issued on December 31, 2015, was subsequently amended and restated pursuant to that certain Forbearance and Refinancing Agreement dated October 18, 2016 (the "Refinanced Noted"). The Refinanced Note is convertible only in those circumstances described in the Refinanced Note. The Maturity Date as defined in the Refinanced Note is December 31, 2021. The number of shares reported as securities underlying the Refinanced Note does not include shares issuable upon conversion of accrued interest. |
4. The Reporting Person is the Managing Member of K-4 and in such capacity holds voting and dispositive power over the securities held by such entity. |
5. Based on 50% of total held by K-4, which represents the 50% equity ownership interest held by the Reporting Person. |
/s/ John M. Krohn | 12/09/2016 | |
** 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 5 (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. |