0001144204-15-046038.txt : 20150804 0001144204-15-046038.hdr.sgml : 20150804 20150804135013 ACCESSION NUMBER: 0001144204-15-046038 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150731 FILED AS OF DATE: 20150804 DATE AS OF CHANGE: 20150804 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TWINLAB CONSOLIDATED HOLDINGS, INC. CENTRAL INDEX KEY: 0001590695 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 463951742 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 632 BROADWAY STREET 2: SUITE 201 CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: (212) 651-8500 MAIL ADDRESS: STREET 1: 632 BROADWAY STREET 2: SUITE 201 CITY: NEW YORK STATE: NY ZIP: 10012 FORMER COMPANY: FORMER CONFORMED NAME: MIRROR ME, INC. DATE OF NAME CHANGE: 20131031 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOLWORTHY THOMAS A CENTRAL INDEX KEY: 0001038862 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55181 FILM NUMBER: 151024854 MAIL ADDRESS: STREET 1: C/O BARNES & NOBLE INC STREET 2: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 4 1 v417014_4.xml OWNERSHIP DOCUMENT X0306 4 2015-07-31 0 0001590695 TWINLAB CONSOLIDATED HOLDINGS, INC. TLCC 0001038862 TOLWORTHY THOMAS A 632 BROADWAY, SUITE 201 NEW YORK NY 10012 1 1 1 0 CEO & President Common stock, par value $0.001 2015-07-31 4 J 0 8447370 0 D 121764867 D The reporting person contributed the shares of common stock that are the subject of this Form 4 to the Issuer pursuant to that certain Subscription and Surrender Agreement, dated as of September 3, 2014, by and between Twinlab Consolidation Corporation ("TCC"), now a wholly-owned subsidiary of the Issuer, and the reporting person, which Agreement was assumed by the Issuer on September 16, 2014 (the "Subscription & Surrender Agreement"). The shares contributed to the Issuer as described in note (1) above, were contributed for no additional consideration. The reporting person acquired 104,000,000 shares in TCC on November 4, 2013 pursuant to a Restricted Stock Purchase Agreement. The shares issued were subject to time vesting only. Half the shares vested on the purchase date and the remaining half vest in 24 equal monthly installments. TCC became a wholly-owned subsidiary of the Issuer pursuant to a merger on September 16, 2014 (the "Merger"). Pursuant to the Merger, each share of TCC's common stock, par value $0.0001 per share, was converted on a one-for-one basis into shares of the Issuer's common stock, subject to the same vesting conditions as the previously owned TCC common shares. 6,500,014 shares of common stock remain unvested as of the date of this filing. Unvested shares are bought back at par value if the reporting person ceases to be employed by the Issuer. The reporting person acquired 1 share of TCC Series A Preferred Stock ("TCC Preferred Stock") on September 3, 2014 pursuant to the Subscription & Surrender Agreement. Pursuant to the Merger, each share of TCC Preferred Stock was exchanged for 26,870,132 shares of the Issuer's common stock. The reporting person also has a contingent agreement to acquire up to 3,493,450 shares of the Issuer's outstanding common stock if a certain pending acquisition transaction does not close. Such shares are not included in the shares described above as owned by the reporting person. /s/ Thomas A. Tolworthy 2015-08-04