| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/21/2022 |
3. Issuer Name and Ticker or Trading Symbol
Loop Media, Inc. [ LPTV ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 104,700 | I | By Schuon 2014 Trust(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (2)(3) | 11/10/2030 | Common Stock | 3,000,000 | 1.1 | D | |
| Stock Option (right to buy) | (2)(4) | 03/01/2031 | Common Stock | 133,333 | 0.57 | D | |
| 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. The option is not exercisable until (i) the Issuer files a registration statement on Form S-8 with respect to the shares of common stock issuable upon exercise of the option or such shares of common stock would be exempt from registration and (ii) (A) shares of the Issuer's common stock are listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 for a period of 9 months, or such shorter period if the expiration date of the option falls within the 9 month period following such listing of the Issuer's shares, provided that the holder of the option agrees not to sell the underlying shares received upon exercise until after such 9 month period, or (B) the option has not been exercised and the option expires in less than 6 months. |
| 3. The option vests as to 25% on March 1, 2021, with the remainder to vest thereafter in 36 equal monthly installments commencing April 1, 2021. |
| 4. The option vested as to 100% on March 1, 2021. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Joanne Lytle, Attorney-in Fact | 01/28/2022 | |
| ** 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 5 (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. | ||