FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/08/2017 |
3. Issuer Name and Ticker or Trading Symbol
Jerrick Media Holdings, Inc. [ JMDA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, $0.001 par value per share | 566,660(1) | D | |
Common Stock, $0.001 par value per share | 5,100,000 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants to Purchase Common Stock | 05/26/2016 | 05/26/2021 | Common Stock | 1,000,000 | $0.2 | D | |
Warrants to Purchase Common Stock | 09/12/2016 | 09/12/2021 | Common Stock | 150,000 | $0.2 | D | |
Warrants to Purchase Common Stock | 10/31/2016 | 10/31/2021 | Common Stock | 10,000 | $0.3 | D | |
Warrants to Purchase Common Stock | 01/25/2017 | 01/25/2022 | Common Stock | 50,000 | $0.3 | D | |
Warrants to Purchase Common Stock | 04/13/2017 | 04/13/2022 | Common Stock | 10,000 | $0.3 | D | |
Warrants to Purchase Common Stock | 04/25/2017 | 04/25/2022 | Common Stock | 17,500 | $0.2 | D | |
Warrants to Purchase Common Stock | 05/04/2017 | 05/04/2022 | Common Stock | 10,500 | $0.2 | D | |
Warrants to Purchase Common Stock | 07/06/2017 | 07/06/2022 | Common Stock | 18,750 | $0.2 | D | |
Warrants to Purchase Common Stock | 09/07/2017 | 09/07/2022 | Common Stock | 750,640 | $0.2 | D | |
Warrants to Purchase Common Stock | 09/07/2017 | 09/07/2022 | Common Stock | 1,313,827 | $0.2 | D | |
Warrants to Purchase Common Stock | 09/08/2017 | 09/08/2022 | Common Stock | 25,000 | $0.2 | D | |
Warrants to Purchase Common Stock | 09/08/2017 | 09/08/2022 | Common Stock | 1,650,000 | $0.2 | D | |
Warrants to Purchase Common Stock | 11/13/2017 | 11/13/2022 | Common Stock | 100,000 | $0.2 | D | |
Warrants to Purchase Common Stock | 12/21/2017 | 12/21/2022 | Common Stock | 500,000 | $0.2 | I | See footnote(8) |
Warrants to Purchase Common Stock | 02/08/2018 | 02/08/2023 | Common Stock | 81,500 | $0.2 | D | |
Warrants to Purchase Common Stock | 02/20/2018 | 02/20/2023 | Common Stock | 448,000 | $0.2 | D | |
Warrants to Purchase Common Stock | 02/26/2018 | 02/26/2022 | Common Stock | 500,000 | $0.2 | I | See footnote(8) |
Warrants to Purchase Common Stock | 03/04/2018 | 03/04/2023 | Common Stock | 10,000 | $0.2 | D | |
Warrants to Purchase Common Stock | 03/09/2018 | 03/09/2023 | Common Stock | 15,000 | $0.2 | D | |
Warrants to Purchase Common Stock | 03/13/2018 | 03/13/2023 | Common Stock | 10,000 | $0.2 | D | |
Warrants to Purchase Common Stock | 03/28/2018 | 03/28/2022 | Common Stock | 525,000 | $0.2 | I | See footnote(8) |
Secured Convertible Promissory Note | 09/07/2017 | 09/07/2019 | Common Stock | (2) | $0.2 | D | |
Secured Convertible Promissory Note | 09/08/2017 | 09/08/2019 | Common Stock | (3) | $0.2 | D | |
Secured Convertible Promissory Note | 12/21/2017 | 12/21/2019 | Common Stock | (4) | $0.2 | I | See footnote(9) |
Convertible Promissory Note | 02/08/2018 | 09/30/2018 | Common Stock | (5) | $0.2 | D | |
Secured Convertible Promissory Note | 02/26/2018 | 02/26/2020 | Common Stock | (6) | $0.2 | I | See footnote(9) |
Secured Convertible Promissory Note | 03/28/2018 | 03/28/2020 | Common Stock | (7) | $0.2 | I | See footnote(9) |
Explanation of Responses: |
1. On June 14, 2016, the Reporting Person was issued 566,660 shares of the Company's common stock in exchange for the termination of that certain Revenue Share Agreement dated July 22, 2013 with Jerrick Ventures, LLC and that certain Line of Credit Agreement with the Company's Chief Executive Officer dated July 2, 2014. |
2. On September 7, 2017, the Reporting Person was issued two Secured Convertible Promissory Notes in the aggregate amount of $412,893.26 which, as of February 6, 2018 has accrued interest in the amount of $25,791.69 and are convertible into 2,193,245 shares of the Company's Common Stock at a conversion rate of the unpaid principal and interest divided by $0.20. |
3. On September 8, 2017, the Reporting Person was issued a Secured Convertible Promissory Note in the amount of $330,000 which, as of February 6, 2018 has accrued interest in the amount of $120,478.08 and is convertible into 1,752,390 shares of the Company's Common Stock at a conversion rate of the unpaid principal and interest divided by $0.20. |
4. On December 21, 2017, Pearl Digital Opportunities Fund LLC ("Pearl"), of which Reporting Person is a managing member, was issued a Convertible Promissory Note in the amount of $100,000 which is convertible into 500,000 shares of the Company's Common Stock for a period of two (2) years at a conversion rate of the unpaid principal and interest divided by $0.20. |
5. On February 8, 2018 the Reporting Person was issued a Secured Convertible Promissory Note in the amount of $46,047 which is currently convertible into 230,235 shares of the Company's Common Stock. |
6. On February 26, 2018, Pearl Digital Opportunities Fund LLC ("Pearl"), of which Reporting Person is a managing member, was issued a Convertible Promissory Note in the amount of $100,000 which is convertible into 500,000 shares of the Company's Common Stock for a period of two (2) years at a conversion rate of the unpaid principal and interest divided by $0.20. |
7. On March 28, 2018, Pearl Digital Opportunities Fund LLC ("Pearl"), of which Reporting Person is a managing member, was issued a Convertible Promissory Note in the amount of $105,000 which is convertible into 520,000 shares of the Company's Common Stock for a period of two (2) years at a conversion rate of the unpaid principal and interest divided by $0.20. |
8. Pearl Digital Opportunities Fund LLC ("Pearl") holds such common stock purchase warrant. Mr. Rosen is the Managing Member of Pearl. |
9. Pearl Digital Opportunities Fund LLC ("Pearl") holds such secured convertible promissory note. Mr. Rosen is the Managing Member of Pearl. |
/s/ Arthur Rosen | 04/23/2018 | |
** 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 5 (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. |