0000899243-16-011617.txt : 20160113 0000899243-16-011617.hdr.sgml : 20160113 20160113160531 ACCESSION NUMBER: 0000899243-16-011617 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151023 FILED AS OF DATE: 20160113 DATE AS OF CHANGE: 20160113 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 4Licensing Corp CENTRAL INDEX KEY: 0000058592 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 132691380 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 767 THIRD AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2127587666 MAIL ADDRESS: STREET 1: 767 THIRD AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: 4 KIDS ENTERTAINMENT INC DATE OF NAME CHANGE: 19960627 FORMER COMPANY: FORMER CONFORMED NAME: LEISURE CONCEPTS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN LEISURE INDUSTRIES INC DATE OF NAME CHANGE: 19740822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FROHLICH PHIL CENTRAL INDEX KEY: 0001127429 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16117 FILM NUMBER: 161340910 MAIL ADDRESS: STREET 1: 1924 SOUTH IRICA SUITE 1120 CITY: TULSA STATE: OK ZIP: 741046529 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001166152 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16117 FILM NUMBER: 161340911 BUSINESS ADDRESS: STREET 1: 1924 SOUTH UTICA STREET 2: SUITE 1120 CITY: TULSA STATE: OK ZIP: 74104-6429 BUSINESS PHONE: 918-747-3412 MAIL ADDRESS: STREET 1: 1924 SOUTH UTICA STREET 2: SUITE 1120 CITY: TULSA STATE: OK ZIP: 74104-6429 FORMER NAME: FORMER CONFORMED NAME: PRESCOTT GROUP CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20020128 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-10-23 0 0000058592 4Licensing Corp FOUR 0001166152 PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. 1924 SOUTH UTICA, SUITE 1120 TULSA OK 74104 0 0 1 0 0001127429 FROHLICH PHIL 1924 SOUTH UTICA, SUITE 1120 TULSA OK 74014 0 0 1 0 Common Stock, $0.01 par value 2414209 I See Footnote Common Stock Purchase Warrant 0.25 2015-10-23 4 J 0 800000 A 2015-10-23 2024-03-25 Common Stock, $0.01 par value 800000 3631875 I See Footnote The filing of this Form 4 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott Capital") or Phil Frohlich, the manager of Prescott Capital, is or was, for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any of the shares of Common Stock, par value $0.01 (the "Common Stock") , of 4Licensing Corporation (the "Issuer") purchased by Prescott Group Aggressive Small Cap Master Fund, G.P. (the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P. or Prescott Group Aggressive Small Cap II, L.P. (together, the "Small Cap Funds"). Pursuant to Rule 16a-1, both Prescott Capital and Phil Frohlich disclaim such beneficial ownership. Prescott Capital holds indirectly the shares of Common Stock and the Common Stock Purchase Warrants of the Issuer through the account of the Master Fund, of which Prescott Capital is the Investment Manager. The Master Fund holds the shares of Common Stock and the Common Stock Purchase Warrants for the accounts of the Small Cap Funds, of which Prescott Capital is the Investment Manager. Prescott Capital receives a portion of the profits in the way of a capital allocation from, and owns a partnership interest in, the Small Cap Funds. Phil Frohlich reports the Common Stock and the Common Stock Purchase Warrants held indirectly by Prescott Capital because, as the manager of Prescott Capital at the time of purchase, he controlled the disposition and voting of the securities. The Common Stock Purchase Warrants reported on this Form 4 were acquired in connection with a Senior Secured Promissory Note entered into by the Master Fund and the Issuer dated as of October 23, 2015. No separate consideration was paid by the Master Fund for the Common Stock Purchase Warrants. Includes shares acquired pursuant to an automatic anti-dilution provision contained in a Securities Purchase Agreement. Phil Frohlich, manager of Prescott Group Capital Management, L.L.C. 2016-01-13 /s/ Phil Frohlich 2016-01-13