SEC Form 4: Cassidy Bruce A. Sr. converted options into 429,604 shares and bought $2,300,000 worth of shares (460,000 units at $5.00) (Amendment)
$LPTV
Professional Services
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 09/26/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/28/2022 |
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 | 09/26/2022 | C | 106,767 | A | $4 | 2,131,536 | I | By Excel Family Partners LLP(1) | ||
| Common Stock | 09/26/2022 | C | 107,643 | A | $4 | 2,239,179 | I | By Excel Family Partners LLP(1) | ||
| Common Stock | 09/26/2022 | C | 215,194 | A | $4 | 2,454,373 | I | By Excel Family Partners LLP(1) | ||
| Common Stock | 09/26/2022 | P | 460,000 | A | $5 | 2,914,373 | I | By Excel Family Partners LLP(1) | ||
| Common Stock | 2,600,000 | I | By Eagle Investment Group, LLC(1) | |||||||
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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 | ||||||||
| 4% Convertible Note | (2) | 09/26/2022 | C | $427,068.5 | (2) | 12/01/2022 | Common Stock | 106,767 | $0 | 0 | I | By Excel Family Partners LLP(1) | |||
| 4% Convertible Note | (2) | 09/26/2022 | C | $430,575.35 | (2) | 12/01/2022 | Common Stock | 107,643 | $0 | 0 | I | By Excel Family Partners LLP(1) | |||
| 4% Convertible Note | (2) | 09/26/2022 | C | $860,779.6 | (2) | 12/01/2022 | Common Stock | 215,194 | $0 | 0 | I | By Excel Family Partners LLP(1) | |||
| Explanation of Responses: |
| 1. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, 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 convertible note was to automatically convert to shares of the Issuer's common stock on the earlier to occur of (1) December 1, 2022, (2) a change of control of the Issuer or (3) a closing of a qualified IPO of the Issuer. |
| Remarks: |
| Shares reported reflect the Issuer's one-for-three reverse stock split effective September 20, 2022. This amendment to the original Form 4 filed by the Reporting Person on September 26, 2022 (the "Original Form 4"), is being filed remove the previously reported securities of the Issuer held by the Bruce A. Cassidy 2013 Irrevocable Trust Dated June 18, 2013, an Ohio Legacy Trust Company (the "Cassidy Trust"), from Mr. Cassidy's beneficial ownership because a third-party trustee (and not Mr. Cassidy or any member of his immediate family sharing his household) has voting and dispositive power over all securities held by the Cassidy Trust. |
| /s/ Joanne Lytle, Attorney-in Fact | 09/22/2023 | |
| ** 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. | ||