0001354488-13-005309.txt : 20130918 0001354488-13-005309.hdr.sgml : 20130918 20130918170733 ACCESSION NUMBER: 0001354488-13-005309 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130916 FILED AS OF DATE: 20130918 DATE AS OF CHANGE: 20130918 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sillerman Investment Company, LLC CENTRAL INDEX KEY: 0001555189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35620 FILM NUMBER: 131104074 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127968177 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 issuerdirect_section16.xml PRIMARY DOCUMENT X0306 4 2013-09-16 0 0000725876 Viggle Inc. VGGL 0001555189 Sillerman Investment Company, LLC C/O VIGGLE INC. 902 BROADWAY, 11TH FLOOR NEW YORK NY 10010 1 1 Common Stock 2013-09-16 4 D 0 8312699 D 43657545 D Common Stock 2013-09-16 4 D 0 2064000 D 43657545 D Warrants (right to buy) 8.00 2013-09-16 4 D 0 2064000 D 2013-09-16 2018-09-16 Common Stock 258000 0 D Series A Preferred Stock 1.15 2013-09-16 4 A 0 30536 A 2013-09-16 2018-09-16 Common Stock 26552797 30536 D Series B Preferred Stock 1.15 2013-09-16 4 A 0 19983.20 A 2013-09-16 2018-09-16 Series B Preferred Stock 17376696 19983.2 D In a transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, on March 11, 2013, the Reporting Person and the Company entered into an Exchange Agreement pursuant to which the Reporting Person exchanged a promissory note made by the Company and issued to the Reporting Person (the "Original Note") for a new promissory note made by the Company and issued to the Reporting Person at a lower interest rate. These shares were issued in connection with that exchange of promissory notes on March 11, 2013. On September 16, 2013, the Company and the Reporting Person agreed to rescind the original exchange transaction. In a transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder, the Original Note was reinstated and the issuance of these shares was rescinded. In a transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, on September 16, 2013, the Reporting Person exchanged with the Company these shares, along with the warrants described in Table II hereof, for shares of Series A Preferred Stock and Series B Preferred Stock. In a transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereof, on September 16, 2013, the Reporting Person exchanged the Original Note for shares of Series A Preferred Stock and Series B Preferred Stock. The number of shares of Series A Preferred Stock and Series B Preferred Stock reflected on Table II results from the exchange of the Original Note as described herein, as well as the exchange of the shares and warrants described in footnote (b) above. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. All of the transactions reported on this Form 4 are exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. The Reporting Person is a director by deputization of the Issuer (as defined below) for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). /s/ Robert F.X. Sillerman 2013-09-18