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)
02/24/2022

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	02/24/2022		J⁽²⁾		9,442⁽²⁾	A	$2.3829	977,424	I	By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013⁽¹⁾
Common Stock	02/24/2022		J⁽²⁾		20,141⁽²⁾	A	$2.3829	6,056,778	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)
Warrant	$2.75	02/24/2022		J⁽³⁾		68,182		⁽³⁾	⁽³⁾	Common Stock	68,182	⁽⁴⁾	68,182	I	By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013⁽¹⁾
Warrant	$2.75	02/24/2022		J⁽³⁾			68,182	⁽³⁾	⁽³⁾	Common Stock	68,182	⁽⁴⁾	68,182	I	By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013⁽¹⁾
Warrant	$0.75	02/24/2022		J⁽⁵⁾		2,666,667		⁽⁵⁾	⁽⁵⁾	Common Stock	2,666,667	⁽⁶⁾	2,666,667	I	By Eagle Investment Group, LLC⁽¹⁾
Warrant	$0.75	02/24/2022		J⁽⁵⁾			2,666,667	⁽⁵⁾	⁽⁵⁾	Common Stock	2,666,667	⁽⁶⁾	2,666,667	I	By Eagle Investment Group, LLC⁽¹⁾
Warrant	$2.75	02/24/2022		J⁽⁷⁾		72,727		⁽⁷⁾	⁽⁷⁾	Common Stock	72,727	⁽⁴⁾	72,727	I	By Excel Family Partners LLLP⁽¹⁾
Warrant	$2.75	02/24/2022		J⁽⁷⁾			72,727	⁽⁷⁾	⁽⁷⁾	Common Stock	72,727	⁽⁴⁾	72,727	I	By Excel Family Partners LLLP⁽¹⁾
Warrant	$2.75	02/24/2022		J⁽⁷⁾		36,364		⁽⁷⁾	⁽⁷⁾	Common Stock	36,364	⁽⁴⁾	36,364	I	By Excel Family Partners LLLP⁽¹⁾
Warrant	$2.75	02/24/2022		J⁽⁷⁾			36,364	⁽⁷⁾	⁽⁷⁾	Common Stock	36,364	⁽⁴⁾	36,364	I	By Excel Family Partners LLLP⁽¹⁾
Warrant	$2.75	02/24/2022		J⁽⁷⁾		36,364		⁽⁷⁾	⁽⁷⁾	Common Stock	36,364	⁽⁴⁾	36,364	I	By Excel Family Partners LLLP⁽¹⁾
Warrant	$2.75	02/24/2022		J⁽⁷⁾			36,364	⁽⁷⁾	⁽⁷⁾	Common Stock	36,364	⁽⁴⁾	36,364	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. Shares of Common Stock received as payment-in-kind interest payments on senior secured promissory notes.

3. The two reported transactions involved an amendment and restatement of an outstanding warrant to purchase the Issuer's common, which amended the expiration date of the original warrant, resulting in the deemed cancellation of the Original Warrant and the grant of a replacement warrant (the "Replacement Warrant"). The Replacement Warrant expires on the earlier of December 1, 2024 and upon a change of control. These transactions are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act") under Rule 16b-3 under the Act. (4) The warrant was issued in connection with a convertible promissory note.

4. The warrant was issued in connection with a convertible promissory note.

5. The two reported transactions involved an amendment and restatement of an outstanding warrant to purchase the Issuer's common stock, which amended the expiration terms of the original warrant, resulting in the deemed cancellation of the original warrant and the grant of a replacement warrant (the "Replacement Warrant"). The Replacement Warrant expires on the earlier of March 11, 2030 and upon a change of control. These transactions are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act") under Rule 16b-3 under the Act.

6. Warrant was issued in connection with merger in consideration for the cancellation of indebtedness in the principal amount of $180,000.

7. The two reported transactions involved an amendment and restatement of an outstanding warrant to purchase the Issuer's common stock which amended the expiration date of the original warrant, resulting in the deemed cancellation of the original warrant and the grant of a replacement warrant (the "Replacement Warrant"). The Replacement Warrant expires on the earlier of December 1, 2024 and upon a change of control. These transactions are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act") under Rule 16b-3 under the Act.

	/s/ Joanne Lytle, Attorney-in Fact	02/28/2022
	** 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 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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