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