| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DraftDay Fantasy Sports, Inc. [ FNCX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/03/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 06/03/2016 | M | 22,580,645 | A | (2) | 22,580,645 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Convertible Preferred Stock | $0.31 | 06/03/2016 | M | 7,000 | (3) | (3) | Common Stock | 7,000 | $1,000 | 3,000 | D | ||||
| Warrants (right to buy) | $3.51 | 10/24/2014 | 10/24/2019 | Common Stock | 225,000 | 225,000(4) | D | ||||||||
| Warrants (right to buy) | $2.98 | 11/25/2014 | 11/25/2019 | Common Stock | 150,000 | 150,000(5) | D | ||||||||
| Warrants (right to buy) | $3.63 | 12/15/2014 | 12/15/2019 | Common Stock | 775,000 | 775,000(6) | D | ||||||||
| Warrants (right to buy) | $1.78 | 03/16/2015 | 03/16/2020 | Common Stock | 350,000 | 350,000(7) | D | ||||||||
| Explanation of Responses: |
| 1. Acquired in a transaction exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 thereunder. |
| 2. Sillerman Investment Company ("SIC III") previously purchased 10,000 shares of the Issuer's Series C Convertible Preferred Stock. 7,000 shares of Series C Convertible Preferred Stock were exchanged for 22,580,645 shares of the Issuer's common stock in a transaction exempt from the provisions of Section (b) pursuant to Rule 16b-3 thereunder. |
| 3. 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. 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. 7,000 shares of Series C Convertible Preferred Stock were issued on March 16, 2015 and were convertible on that date. Those shares are convertible through March 16, 2020, at which time they are subject to mandatory redemption by the Issuer. 3,000 shares of Series C Convertible Preferred Stock were issued on November 25, 2014 and were convertible on that date. Those shares are convertible through November 25, 2019, at which time they are subject to mandatory redemption by the Issuer. |
| 4. Warrants previously acquired by SIC III, exercisable at $3.51 per share. |
| 5. Warrants previously acquired by SIC III, exercisable at $2.98 per share. |
| 6. Warrants previously acquired by SIC III, exercisable at $3.63 per share. |
| 7. Warrants previously acquired by SIC III, exercisable at $1.78 per share. |
| /s/ Robert F.X. Sillerman | 06/16/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||