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