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
Cinedigm Corp. [ CIDM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2019 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 07/09/2019 | P | 2,000,000(2) | A | $4,500,000 | 21,666,667 | I | By spouse(1) | ||
Class A Common Stock | 08/02/2019 | P | 1,900,000(3) | A | $2,850,000 | 23,566,667 | I | By spouse(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 | ||||||||
Convertible Note | $1.5 | 10/09/2018 | P | 1 | 10/09/2018 | 10/08/2020 | Class A Common Stock | 3,333,333(4) | $5,000,000 | 3,333,333 | I | See Footnotes(1)(4) | |||
Convertible Note | $1.5 | 07/12/2019 | P | 1 | 07/12/2019 | 03/04/2020 | Class A Common Stock | 6,666,666(5) | $10,000,000 | 6,666,666 | I | See Footnotes(1)(5) |
Explanation of Responses: |
1. The Reporting Person is the spouse of the sole owner of Bison Capital Holding Company Limited, which owns 100% equity interest of Bison Entertainment and Media Group ("BEMG") who then holds 100% equity interest of Bison Entertainment Investment Limited ("BEI"). In addition, the Reporting Person through several holding entities, is the controlling beneficially owner of MingTai Investment LP ("MingTai") and Bison Global Investment SPC for and on behalf of Global Investment SPC-Bison Global No. 1 ("Bison Global") |
2. Representing 2,000, 000 shares of Class A Common Stock originally issued to BEMG at $1.50 per share pursuant to a purchase agreement between the Cinedigam Corp. (the "Company") and BEMG dated July 9, 2019 and transferred by BEMG to BEI pursuant to a share transfer agreement among BEMG and BEI dated October 24, 2019. |
3. Representing 1,900,000 shares of Class A Common Stock originally issued to BEMG at $1.50 per share pursuant to a purchase agreement between the Company and BEMG dated August 2, 2019 and later transferred by BEMG to BEI pursuant to a share transfer agreement among BEMG and BEI dated October 24, 2019. |
4. Representing 3,333,333 shares of Class A Common Stock underlying a convertible note issued by the Company to MingTai dated October 8, 2018, in the principal amount of $5,000,000, convertible into shares of Class A Common Stock at $1.50 per share. |
5. Representing 6,666,666 shares of Class A Common Stock underlying a convertible note issued by the Company to Bison Global dated July 12, 2019, in the principal amount of $10,000,000, convertible into shares of Class A Common Stock at $1.50 per share. |
/s/ Peixin Xu | 11/21/2019 | |
** 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. |