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
Loop Media, Inc. [ LPTV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2020 | ||||||||||||||||||||||||||
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 | 02/05/2020 | J(1) | 60,000,000(2) | D | (1) | 0 | D | |||
Common Stock | 09/30/2020 | P | 960,000 | A | $1.25 | 960,000 | D | |||
Common Stock | 06/01/2021 | J(4) | 7,982 | A | $2.7957 | 967,982 | D |
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 B Preferred Stock | (1) | 02/05/2020 | J(1) | 200,000 | (1) | (1) | Common Stock | 20,000,000 | (1) | 200,000 | D | ||||
Series A Preferred Stock | (3) | 02/05/2020 | J(1) | 2,654,000(2) | (3) | (3) | Common Stock | (3) | (1) | 46,000 | D | ||||
Series A Preferred Stock | (3) | 02/05/2020 | G | 30,000(2) | (3) | (3) | Common Stock | (3) | $0 | 16,000 | D | ||||
Series A Preferred Stock | (3) | 02/05/2020 | S | 16,000(2) | (3) | (3) | Common Stock | (3) | $3.125 | 0 | D | ||||
4% Convertible Note | (5) | 12/01/2020 | P | $750,000 | (5) | 12/01/2022 | Common Stock | (5) | (5) | $750,000 | D | ||||
Warrant | $2.75 | 12/01/2020 | P | 68,182 | (6) | (6) | Common Stock | 68,182 | (6) | 68,182 | D |
Explanation of Responses: |
1. On February 5, 2020, Reporting Person exchanged 60,000,000 shares of Common Stock, 2,654,000 shares of Series A Preferred Stock, forgiveness of indebtedness in the amount of $1,000,000 and $1,000,000 in cash for 200,000 shares of Series B Preferred Stock, convertible at any time by Reporting Person into 20,000,000 shares of Common Stock. The Series B Preferred Stock has no expiration date. |
2. Shares reported do not reflect the 1 to 1.5 reverse stock split effective 06/08/2020. |
3. Each share of Series A Preferred Stock was convertible at any time into 100 shares of Common Stock. The Series A Preferred Stock had no expiration date. |
4. 7,982 shares of Common Stock received as payment-in-kind interest payments on a senior secured promissory note. |
5. Notes may be converted (1) on the Maturity Date based on the average of the VWAP of common stock during each trading day during the thirty (30) trading day period ending one trading day prior to the maturity date; (2) immediately upon a change of control based on the average of the VWAP of common stock during each trading day during the ten (10) trading day period ending one trading day prior to the change of control effective date; and (3) mandatorily at the closing of a qualified IPO at (i) the public offering price per share of the common stock multiplied by (ii) one (1) minus twenty percent (20%). |
6. Warrants were issued in connection with a 4% convertible promissory note. The warrants are exercisable at any time at the option of the Reporting Person and expire on the earlier to occur of December 1, 2022 or immediately prior to closing of IPO or upon a change of control. |
Remarks: |
Exhibit 24- Power of Attorney |
/s/ Joanne Lytle, Attorney-in Fact | 10/15/2021 | |
** 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. |