0001354488-15-002088.txt : 20150505 0001354488-15-002088.hdr.sgml : 20150505 20150505160013 ACCESSION NUMBER: 0001354488-15-002088 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150501 FILED AS OF DATE: 20150505 DATE AS OF CHANGE: 20150505 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: 902 BROADWAY STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-231-0092 MAIL ADDRESS: STREET 1: 902 BROADWAY STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 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 ROBERT F X CENTRAL INDEX KEY: 0000940128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35620 FILM NUMBER: 15832821 MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET CITY: NEW YORK STATE: NY ZIP: 10155 4 1 issuerdirect_section16.xml PRIMARY DOCUMENT X0306 4 2015-05-01 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 Chairman and CEO Common Stock 8230623 I See footnote Common Stock 2015-05-01 4 M 0 31018 A 37268 D Restricted Stock Unit 2015-05-01 4 M 0 31018 D Common Stock 31018 124072 D Warrants (right to buy) 1.78 Common Stock 350000 350000 I See footnote Series C Convertible Preferred Stock 4.00 Common Stock 2500000 10000 I See footnote Warrants (right to buy) 3.51 2014-10-24 2019-10-24 Common Stock 225000 225000 I See footnote Warrants (right to buy) 2.98 2014-11-25 2019-11-25 Common Stock 150000 150000 I See footnote Warrants (right to buy) 3.63 2014-12-15 2019-12-15 Common Stock 775000 775000 I See footnote Warrants (right to buy) 80.00 2013-03-11 2018-03-11 Common Stock 125000 125000 D Warrants (right to buy) 55.20 2013-09-16 2018-09-18 Common Stock 62500 62500 I See footnote Warrants (right to buy) 80.00 Common Stock 175563 175563 I See footnote Restricted Stock Unit Common Stock 6250 6250 D Held by Sillerman Investment Company III LLC (?SIC III?), of which the Reporting Person is the manager and sole member. Warrants to purchase 350,000 shares of common stock, par value $0.001 per share of the Issuer at an exercise price of $1.78 per share issued to SIC III in connection with SIC III?s purchase of 7,000 shares of Series C Convertible Preferred Stock. The warrants will expire five years after issuance. SIC III purchased 10,000 shares of the Issuer?s Series C Convertible Preferred Stock at a price of $1,000 per share. Each share has a stated value of $1,000, and is convertible into common stock at a conversion price of $4 per share. Therefore, the 10,000 shares of Series C Convertible Preferred Stock are convertible into 2,500,000 shares of the Issuer?s common stock. Such shares are convertible upon issuance and for a period of five years thereafter. Warrants previously acquired by SIC III, exercisable at $3.51 per share. Warrants previously acquired by SIC III, exercisable at $2.98 per share. Warrants previously acquired by SIC III, exercisable at $3.63 per share. Warrants previously acquired by the Reporting Person, exercisable at $80.00 per share. Warrants previously acquired by Sillerman Investment Company II, LLC (?SIC II?), of which the Reporting Person is the manager and sole member, exercisable at $55.20 per share. Warrants previously acquired by SIC II, of which the Reporting Person is the manager and sole member, exercisable at $80.00 per share. Restricted stock units in respect of 6,250 shares of Common Stock granted pursuant to the Company?s 2011 Executive Incentive Plan. These restricted stock units will vest on February 24, 2016. Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock. Restricted stock units in respect of 155,090 shares of Common Stock granted pursuant to the Company?s 2011 Executive Incentive Plan. These restricted stock units vested as to 31,018 shares on May 1, 2015 and an additional 31,018 shares will vest on each of May 1, 2016, May 1, 2017, May 1, 2018 and May 1, 2019. Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date. The grant and vesting of these units are exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 thereunder. /s/ Robert F.X. Sillerman 2015-05-05