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
House of Taylor Jewelry, Inc. [ hotj ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/12/2007 | ||||||||||||||||||||||||||
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(2) | 10/12/2007 | P | 1,052,632 | A | $0.95 | 15,202,632 | D(1) |
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 | ||||||||
Warrant-Right to Buy Common Stock(2) | $0.95(3) | 10/12/2007 | P | 1,578,947 | 10/12/2007 | 10/12/2014 | Common Stock | 1,578,947 | $0.95 | 1,578,947 | D(1) | ||||
Senior Secured Convertible Notes(4) | $4 | 10/12/2007 | J | $125,000 | 05/12/2006 | 05/11/2009 | Common Stock | 31,250 | $150,000 | 0 | D(1) | ||||
Series A Warrant-Right to Buy Common Stock(5) | $0.95(3)(5) | 10/12/2007 | J | 123,358(5) | 11/12/2006 | 05/11/2011 | Common Stock | 123,358(5) | $0 | 123,358(5) | D(1) |
Explanation of Responses: |
1. All of the shares are held directly by Interplanet Productions, Ltd., which is controlled by Elizabeth Taylor as the sole stockholder. Elizabeth Taylor is the indirect beneficial owner of the reported securities. |
2. Effective October 12, 2007, House of Taylor Jewelry, Inc. (the Issuer) completed its sale of shares of common stock and warrants to institutional and other accredited investors (the Sale). Pursuant to the Sale, the Reporting Person acquired 1,052,632 shares of common stock for $0.95 per share and 1,578,947 warrants for $0.95 per warrant, each warrant of which entitled the Reporting Person to purchase one share of common stock for $0.95 per share. |
3. The exercise price of the warrant is subject to adjustment for certain dilutive issuances of common stock or securities exercisable or convertible into common stock. |
4. Concurrently with the completion of the Sale, the Issuer paid off the outstanding senior convertible notes. The market price of the common stock on the date of the pay off was $0.85. |
5. This Series A Warrant was previously reported by the Reporting Person on a Form 4 filed on May 16, 2006, as a Series A Warrant entitling the Reporting Person to purchase 23,348 shares of common stock for $5.00 per share. Due to an anti-dilution provision therein which was triggered by the Sale, the Series A Warrant was adjusted and became exercisable for 123,358 shares of common stock at an exercise price of $0.95 per share. |
Remarks: |
Reporting Owner Name/Address Relationships Director 10% Owner Officer Other Interplanet Productions, Ltd. X Elizabeth Taylor X |
Jason Winters - President, on behalf of Interplanet Productions, Ltd. | 10/16/2007 | |
Thomas Hoberman, Attorney-in-fact on behalf of Elizabeth Taylor | 10/16/2007 | |
** 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. |