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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (5) | 05/18/2018 | A | 33,333 | (6) | (6) | Common Stock, per value $.01 per share | 33,333 | $ 0 | 33,333 | D | ||||
Stock Option (right to purchase) | $ 1.8 | 05/18/2018 | A | 10,000 | (7) | (8) | Common Stock, per value $.01 per share | 10,000 | $ 0 | 10,000 | D | ||||
Restricted Stock Units | (5) | 05/18/2018 | M | 32,189 | (1) | (1) | Common Stock, per value $.01 per share | 32,189 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rendino Kevin 7 N. WILLOW STREET, SUITE 4B MONTCLAIR, NJ 07042 |
X | X |
/s/ Jared Verteramo, as Attorney-in-Fact for Kevin Rendino | 05/22/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represent RSUs granted on November 10, 2017 which vested in full on the date of the 2018 annual meeting of stockholders. |
(2) | Each RSU converted into one share of Common Stock. |
(3) | 3,636,363 of these shares of Common Stock were purchased by 180 Degree Capital Corp. ("180") and 3,500,000 of these shares were purchased by TheStreet SPV Series-a series of 180 Degree Capital Management, LLC ("TST SPV") on November 10, 2017, in a private placement pursuant to a Securities Purchase Agreement between 180, TST SPV and TheStreet, Inc. ("TST"). The remaining 1,000,000 shares of Common Stock were purchased by 180 in open market transactions through April to June 2017, prior to Mr. Rendino becoming a Reporting Person. |
(4) | 4,636,363 of these shares of Common Stock are owned by 180. 3,500,000 of these shares of Common Stock are owned by TST SPV. 180 is the Managing Member and Investment Manager of TST SPV. Mr. Rendino is Chief Executive Officer and Portfolio Manager of 180 Degree Capital Corp. and has shared voting and dispositive control over the shares of TST owned by 180 and TST SPV. Mr. Rendino disclaims beneficial ownership of these shares. |
(5) | Each restricted stock unit represents a contingent right to receive one share of Common Stock. |
(6) | The RSUs will vest in full on the earlier of (i) May 18, 2019 or (ii) the date of the 2019 annual meeting of stockholders, subject to continued service through the applicable vesting date and are subject to acceleration or forfeiture under various circumstances. |
(7) | The option will vest in full on the earlier of (i) May 18, 2019 or (ii) the date of the 2019 annual meeting of stockholders, subject to continued service through the applicable vesting date and are subject to acceleration or forfeiture under various circumstances. |
(8) | The options have a term of seven (7) years from the date of grant and are subject to acceleration or forfeiture under various circumstances. |