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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol THESTREET, INC. [ TST ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 01/04/2018 | 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, par value $.01 per share | 01/02/2018 | F | 128,925(1) | D | $1.47 | 2,840,071 | D | |||
| Common stock, par value $.01 per share | 01/02/2018 | F | 46,829(2) | D | $1.47 | 2,886,900 | D | |||
| Common stock, par value $.01 per share | 01/02/2018 | A | 1,000,000(3) | A | $0.00 | 3,886,900 | D | |||
| Common stock, par value $.01 per share | 556,850 | I | Shares held by Cramer Partners, LLC | |||||||
| 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 | ||||||||
| Explanation of Responses: |
| 1. On December 2, 2013, the reporting person was granted 1,000,000 RSUs, vesting in four equal installments on December 31, 2014, December 31, 2015, December 31, 2016 and December 31, 2017. Upon the vesting of 250,000 of these restricted stock units on December 31, 2017, 128,925 shares of Common Stock were withheld by the Issuer in payment of the withholding tax liability incurred upon the vesting of the restricted stock units. The amount of shares withheld is based on the closing price on January 2, 2018. |
| 2. On January 2, 2014, the reporting person was granted 363,229 RSUs, vesting in four equal installments on December 31, 2014, December 31, 2015, December 31, 2016 and December 31, 2017. Upon the vesting of 90,808 of these restricted stock units on December 31, 2017, 46,829 shares of Common Stock were withheld by the Issuer in payment of the withholding tax liability incurred upon the vesting of the restricted stock units. The amount of shares withheld is based on the closing price on January 2, 2018. |
| 3. On January 2, 2018, Mr. Cramer was granted RSUs under the Company's 2007 Performance Incentive Plan covering 1,000,000 shares of Common Stock, which will vest and become payable as to 25% of the shares in four equal installments on December 31 of each of 2018, 2019, 2020 and 2021, respectively, subject to accelerated vesting upon a change in control, a qualifying termination or his death or disability as set forth in his option agreement. |
| Remarks: |
| This amendment to the Reporting Person's Form 4 filed on January 4, 2018 is to correct the number of shares that are reported as beneficially owned by the Reporting Person in Column 5 as confirmed by the recently completed reconciliation of the stock records of the Reporting Person. |
| /s/James J. Cramer | 10/31/2018 | |
| ** 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. | ||