0001209191-16-137330.txt : 20160816
0001209191-16-137330.hdr.sgml : 20160816
20160816183559
ACCESSION NUMBER: 0001209191-16-137330
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160813
FILED AS OF DATE: 20160816
DATE AS OF CHANGE: 20160816
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SPARK NETWORKS INC
CENTRAL INDEX KEY: 0001314475
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 208901733
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 11150 SANTA MONICA BOULEVARD
STREET 2: SUITE 600
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-893-0550
MAIL ADDRESS:
STREET 1: 11150 SANTA MONICA BOULEVARD
STREET 2: SUITE 600
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
FORMER COMPANY:
FORMER CONFORMED NAME: SPARK NETWORKS PLC
DATE OF NAME CHANGE: 20050114
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JACOBS IAN
CENTRAL INDEX KEY: 0001595560
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32750
FILM NUMBER: 161837109
MAIL ADDRESS:
STREET 1: 5015 UNDERWOOD AVENUE
CITY: OMAHA
STATE: NE
ZIP: 68132
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 402 CAPITAL LLC
CENTRAL INDEX KEY: 0001595563
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32750
FILM NUMBER: 161837110
BUSINESS ADDRESS:
STREET 1: 5015 UNDERWOOD AVENUE
CITY: OMAHA
STATE: NE
ZIP: 68132
BUSINESS PHONE: 402-637-3250
MAIL ADDRESS:
STREET 1: 5015 UNDERWOOD AVENUE
CITY: OMAHA
STATE: NE
ZIP: 68132
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-08-13
0
0001314475
SPARK NETWORKS INC
LOV
0001595563
402 CAPITAL LLC
5015 UNDERWOOD AVENUE
OMAHA
NE
68132
1
0
0
0
0001595560
JACOBS IAN
5015 UNDERWOOD AVENUE
OMAHA
NE
68132
1
0
0
0
Common Stock
2016-08-13
4
M
0
5795
A
42385
I
By Ian V. Jacobs directly
Common Stock
1215950
I
By 402 Fund, LP
Common Stock
1432838
I
By SCA Partners, LP
Restricted Stock Unit
2016-08-13
4
M
0
5795
0.00
D
Common Stock
5795
5795
I
By Ian V. Jacobs directly
Each restricted stock unit represents a contingent right to receive one share of Spark Networks, Inc.'s ("Issuer") common stock, par value $0.001 per share (the "Common Stock").
The filing of this Form 4 shall not be construed as an admission that Mr. Jacobs, the managing member of 402 Capital, LLC ("402 Capital"), or 402 Capital, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of Common Stock, owned by 402 Fund, LP (the "Fund") or SCA Partners, LP ("SCA").
As previously reported on the reporting persons' Form 3 and Form 4s with respect to the Issuer, (i) the Fund holds 1,215,950 shares of Common Stock, and 402 Capital and Mr. Jacobs report the shares held by the Fund because as the investment manager of the Fund, and the managing member of 402 Capital, respectively, they control the disposition and voting of the securities, and (ii) SCA holds 1,432,838 shares of Common Stock, and 402 Capital controls the voting and disposition of the Common Stock held by SCA, of which 402 Capital is the investment manager. An affiliate of 402 Capital, for which Mr. Jacobs is the managing member, serves as the general partner of SCA and receives an allocation of net profits from SCA. Mr. Jacobs reports the shares held indirectly by 402 Capital because, as the managing member of 402 Capital at the time of purchase, Mr. Jacobs controlled the disposition and voting of the securities.
Pursuant to Rule 16a-1, each of Mr. Jacobs and 402 Capital disclaims beneficial ownership except to the extent of their respective pecuniary interests.
Twenty-five percent (25%) of the restricted stock units subject to the award vest on each three month anniversary of the grant, such that one hundred percent (100%) of the award shall be vested upon the one year anniversary of the grant. In addition, all of the restricted stock units subject to the award vest fully upon a change in control.
Not applicable.
/s/ Ian V. Jacobs, Managing Member of 402 Capital, LLC
2016-08-16
/s/ Ian V. Jacobs
2016-08-16