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
NEULION, INC. [ NLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/29/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 10/01/2010 |
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 Shares | 2,279,310 | D | ||||||||
Common Shares | 10/01/2010 | J(1) | 17,820,650 | A | (1) | 27,820,650 | I | By AvantaLion LLC(2) | ||
Common Shares | 39,160,894 | I | By spouse(3) | |||||||
Class 3 Preference Shares | 09/29/2010 | P | 6,313,875 | A | $0.58(4) | 6,313,875 | I | By JK&B Capital V Special Opportunity Fund, L.P.(5) |
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 |
Explanation of Responses: |
1. October 1, 2010, NeuLion, Inc. acquired 100% of the outstanding securities of TransVideo International Ltd. (excluding its interest in KyLinTV, Inc.) in exchange for 22,000,802 common shares of NeuLion, Inc. AvantaLion LLC owned 81% of TransVideo International Ltd. and received the shares in exchange for its ownership interest in TransVideo International Ltd. |
2. AvantaLion LLC is a Delaware limited liability company that is controlled by Mr. Wang. Mr. Wang only has a pecuniary interest in two-thirds of the shares owned by Avantalion. |
3. Mr. Wang disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Wang is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
4. The purchase price of this transaction was Cdn$0.60 per share. The purchase price was converted to US dollars using the Bank of Canada noon rate on September 28, 2010 of 0.9703. |
5. JK&B Capital V Special Opportunity Fund, L.P. is a limited partnership that is not controlled by Mr. Wang. Mr. Wang has a pecuniary interest in 86% of such fund. |
Remarks: |
The amendment is made to correct from 17,820,650 to 27,820,650 the amount of securities beneficially owned following the acquisition by the reporting person, indirectly through AvantaLion LLC, of common shares of NeuLion. |
Roy E. Reichbach, attorney in fact | 10/04/2010 | |
** 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. |