SEC FORM 4

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^*

Cassidy Bruce A. Sr.

(Last)

(First)

(Middle)

C/O LOOP MEDIA, INC.

700 N. CENTRAL AVE. SUITE 430

(Street)

GLENDALE

91203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Loop Media, Inc. [ LPTV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/05/2020		J⁽²⁾		60,000,000⁽⁹⁾	D	⁽²⁾	0	I	By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013⁽¹⁾
Common Stock	09/30/2020		P		960,000	A	$1.25	960,000	I	By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013⁽¹⁾
Common Stock	06/01/2021		J⁽⁶⁾		3,529	A	$2.7957	3,529	I	By Excel Family Partners LLLP⁽¹⁾
Common Stock	06/01/2021		J⁽⁷⁾		7,982	A	$2.7957	967,982	I	By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013⁽¹⁾
Common Stock	08/17/2021		P		363,163	A	$2.92	366,692	I	By Excel Family Partners LLLP⁽¹⁾
Common Stock	08/17/2021		P		5,349,945	A	$0.16	5,716,637	I	By Excel Family Partners LLLP⁽¹⁾
Common Stock	09/30/2021		P		320,000	A	⁽¹⁰⁾	6,036,637	I	By Excel Family Partners LLLP⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽²⁾	02/05/2020		J⁽²⁾		200,000		⁽²⁾	⁽²⁾	Common Stock	20,000,000	⁽²⁾	200,000	I	By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013⁽¹⁾
Series A Preferred Stock	⁽³⁾	02/05/2020		J⁽²⁾			2,654,000⁽⁹⁾	⁽³⁾	⁽³⁾	Common Stock	⁽³⁾	⁽²⁾	46,000	I	By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013⁽¹⁾
Series A Preferred Stock	⁽³⁾	02/05/2020		G			30,000⁽⁹⁾	⁽³⁾	⁽³⁾	Common Stock	⁽³⁾	$0	16,000	I	By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013⁽¹⁾
Series A Preferred Stock	⁽³⁾	02/05/2020		S			16,000⁽⁹⁾	⁽³⁾	⁽³⁾	Common Stock	⁽³⁾	$3.125	0	I	By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013⁽¹⁾
Warrant	$0.75	03/11/2020		J⁽⁴⁾		2,666,667		⁽⁴⁾	03/11/2030	Common Stock	2,666,667	⁽⁴⁾	2,666,667	I	By Eagle Investment Group, LLC⁽¹⁾
4% Convertible Note	⁽⁸⁾	12/01/2020		P		$750,000		⁽⁸⁾	12/01/2022	Common Stock	⁽⁸⁾	⁽⁸⁾	$750,000	I	By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013⁽¹⁾
Warrant	$2.75	12/01/2020		P		68,182		⁽⁵⁾	⁽⁵⁾	Common Stock	68,182	⁽⁵⁾	68,182	I	By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013⁽¹⁾
4% Convertible Note	⁽⁸⁾	04/01/2021		P		$800,000		⁽⁸⁾	12/01/2022	Common Stock	⁽⁸⁾	⁽⁸⁾	$800,000	I	By Excel Family Partners LLLP⁽¹⁾
4% Convertible Note	⁽⁸⁾	04/01/2021		P		$800,000		⁽⁸⁾	12/01/2022	Common Stock	⁽⁸⁾	⁽⁸⁾	$800,000	I	By Excel Family Partners LLLP⁽¹⁾
4% Convertible Note	⁽⁸⁾	05/01/2021		P		$400,000		⁽⁸⁾	12/01/2022	Common Stock	⁽⁸⁾	⁽⁸⁾	$400,000	I	By Excel Family Partners LLLP⁽¹⁾
Warrant	$2.75	05/01/2021		P		36,364		⁽⁵⁾	⁽⁵⁾	Common Stock	36,364	⁽⁵⁾	36,364	I	By Excel Family Partners LLLP⁽¹⁾
4% Convertible Note	⁽⁸⁾	06/01/2021		P		$400,000		⁽⁸⁾	12/01/2022	Common Stock	⁽⁸⁾	⁽⁸⁾	$400,000	I	By Excel Family Partners LLLP⁽¹⁾
Warrant	$2.75	06/01/2021		P		36,364		⁽⁵⁾	⁽⁵⁾	Common Stock	36,364	⁽⁵⁾	36,364	I	By Excel Family Partners LLLP⁽¹⁾
Warrant	$2.75	09/30/2021		P		320,000		⁽¹¹⁾	⁽¹¹⁾	Common Stock	320,000	⁽¹⁰⁾	320,000	I	By Excel Family Partners LLLP⁽¹⁾

Explanation of Responses:

1. Reporting Person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. 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.

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. Warrants were issued in connection with merger in consideration for the cancellation of indebtedness in the principal amount of $180,000. The warrants are exercisable at any time at the option of the Reporting Person.

5. 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.

6. 3,529 shares of Common Stock received as payment-in-kind interest payments on senior secured promissory notes.

7. 7,982 shares of Common Stock received as payment-in-kind interest payments on a senior secured promissory note.

8. 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%).

9. Shares reported do not reflect the 1 to 1.5 reverse stock split effective 06/08/2020.

10. Pursuant to the Securities Purchase Agreement, dated September 30, 2021, by and between the Issuer and the Reporting Person, Reporting Person purchased 320,000 shares of Common Stock and warrants to purchase up to 320,000 shares of Common Stock. The aggregate purchase price for one share of Common Stock and one warrant to purchase one share of Common Stock was $1.25.

11. Warrants are exercisable at any time and expire on September 30, 2024.

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).
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