0001354488-13-001163.txt : 20130313 0001354488-13-001163.hdr.sgml : 20130313 20130313192910 ACCESSION NUMBER: 0001354488-13-001163 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130311 FILED AS OF DATE: 20130313 DATE AS OF CHANGE: 20130313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SILLERMAN ROBERT F X CENTRAL INDEX KEY: 0000940128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35620 FILM NUMBER: 13688742 MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET CITY: NEW YORK STATE: NY ZIP: 10155 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Viggle Inc. CENTRAL INDEX KEY: 0000725876 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330637631 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 150 FIFTH AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-231-0092 MAIL ADDRESS: STREET 1: 150 FIFTH AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: FUNCTION (X) INC. DATE OF NAME CHANGE: 20110216 FORMER COMPANY: FORMER CONFORMED NAME: GATEWAY INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19980629 FORMER COMPANY: FORMER CONFORMED NAME: GATEWAY COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 4 1 issuerdirect_section16.xml PRIMARY DOCUMENT X0306 4 2013-03-11 0 0000725876 Viggle Inc. VGGL 0000940128 SILLERMAN ROBERT F X C/O VIGGLE INC. 902 BROADWAY, 11TH FLOOR NEW YORK NY 10010 1 1 1 Exec Chair and Chief Exec Off Common Stock 5000000 I See Footnote 2 Common Stock 2700000 D Common Stock 3030455 D Common Stock 2700000 I See Footnote 3 Common Stock 46267000 I See Footnote 4 Common Stock 2013-03-11 4 A 0 8312699 A 8312699 I See Footnote 4 Restricted Stock Unit 1500000 D Notes convertible into common shares 1.25 2013-03-11 4 A 0 16625397 A 2013-03-11 2016-03-11 Common Stock 16625397 16625397 I See Footnote 4 Warrants (right to buy) 1.00 2013-03-11 4 A 0 10000000 A 2013-03-11 2018-03-11 Common Stock 10000000 10000000 I See Footnote 2 8,312,699 shares issued in connection with the exchange of an existing $20,000,000 line of credit note (with interest) into a new convertible note. Owned by Sillerman Investment Company II, LLC Owned through Laura Baudo Sillerman, Mr. Sillerman's spouse Owned through Sillerman Investment Company, LLC The restricted stock units vest over a period of three years, with 33 1/3% vesting on each of February 24, 2014, 2015, and 2016 Warrants to purchase 10,000,000 shares of common stock, par value $0.001 per share of the Issuer at an exercise price of $1.00 per share (as adjusted in the event of stock splits and combination, reclassification, or merger or consolidation, in accordance with Section 7 of the warrant) were issued to Sillerman Investment Company II in connection with the guarantee of a line of credit provided to the Issuer by Deutsche Bank Trust Company Americas in the amount of up to $10,000,000. The Reporting Person holds $20,781,746.58 of debt that is convertible into shares of the Common Stock of Issuer at $1.25 per share, which conversion price is subject to a weighted average antidilution provision in the event the Company makes certain dilutive subsequent placements at an effective price of less than $1.25 per share. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. /s/ Robert F.X. Sillerman 2013-03-13