SEC Form 4
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*
Golisano Holdings LLC

(Last) (First) (Middle)
1 FISHERS ROAD

(Street)
PITTSFORD NY 14534

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TWINLAB CONSOLIDATED HOLDINGS, INC. [ TLCC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/08/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 03/08/2017 J 807,018 A (1) 90,027,400 I See Footnote 1(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Warrant (option to buy) $1 03/08/2017 P 869,618 03/08/2017 11/13/2019 Common Stock 869,618 (2) 869,618(3) D
Warrant (option to buy) $0.01(4) 03/08/2017 J 4,960,740 03/08/2017 11/13/2019 Common Stock 4,960,740 (2) 4,960,740 I See Footnote 5(5)
Warrant (option to buy) $0.01 03/08/2017 J 807,018 03/08/2017 11/13/2019 Common Stock 807,018 (2) 807,018 I See Footnote 6(6)
1. Name and Address of Reporting Person*
Golisano Holdings LLC

(Last) (First) (Middle)
1 FISHERS ROAD

(Street)
PITTSFORD NY 14534

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GOLISANO B THOMAS

(Last) (First) (Middle)
3175 GREEN DOLPHIN LANE

(Street)
NAPLES FL 34102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. In connection with the acquisition by Golisano Holdings LLC of $10M in the aggregate principal amount of loans payable by the Issuer to Penta Mezzanine SBIC Fund I, L.P. ("Penta"), Penta, the record owner of these shares, granted to Golisano Holdings LLC the right to receive 50% of the gross proceeds in excess of $177,544 that Penta may receive upon the sale of these shares so Golisano Holdings LLC and B. Thomas Golisano (the sole member of Golisano Holdings LLC) may be deemed to have a "pecuniary interest" in these shares within the meaning of Rule 16a-1(a)(2).
2. This warrant was acquired by Golisano Holdings LLC from Penta Mezzanine Fund I, L.P. ("Penta") in connection with the acquisition by Golisano Holdings LLC of $10M in aggregate principal amount of loans payable by the Issuer to Penta.
3. This warrant is owned directly by Golisano Holdings LLC, a New York limited liability company and a greater than 10% owned of the Issuer, and indirectly by B. Thomas Golisano, the sole member of Golisano Holdings LLC.
4. The exercise price for this warrant is not on a per share basis, but is for the entire 4,960,740 shares of Common Stock underlying the warrant.
5. In connection with the acquisition by Golisano Holdings LLC of $10M in the aggregate principal amount of loans payable by the Issuer to Penta Mezzanine SBIC Fund I, L.P. ("Penta"), Penta, the record owner of this warrant, granted to Golisano Holdings LLC the right to receive 50% of the gross proceeds in excess of $1,091,363 that Penta may receive upon the exercise or sale of this warrant and so Golisano Holdings LLC and B. Thomas Golisano (the sole member of Golisano Holdings LLC) may be deemed to have a "pecuniary interest" in this warrant and the underlying shares of Common Stock within the meaning of Rule 16a-1(a)(2).
6. In connection with the acquisition by Golisano Holdings LLC of $10M in the aggregate principal amount of loans payable by the Issuer to Penta Mezzanine SBIC Fund I, L.P. ("Penta"), Penta, the record owner of this warrant, granted to Golisano Holdings LLC the right to receive 50% of the gross proceeds in excess of $177,544 that Penta may receive upon the exercise or sale of this warrant and so Golisano Holdings LLC and B. Thomas Golisano (the sole member of Golisano Holdings LLC) may be deemed to have a "pecuniary interest" in this warrant and the underlying shares of Common Stock within the meaning of Rule 16a-1(a)(2).
B. Thomas Golisano, Sole Member 03/15/2017
B. Thomas Golisano 03/15/2017
** Signature of Reporting Person Date
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