| 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 ASTA FUNDING INC [ ASFI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/29/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 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 | 09/29/2020 | J(1)(2) | 409,049 | D | (1)(2) | 0 | D | |||
| Common Stock, par value $.01 per share | 09/29/2020 | J(1)(2) | 285,607 | D | (1)(2) | 0 | I | See Footnote(3) | ||
| Common Stock, par value $.01 per share | 09/29/2020 | J(1)(2) | 318,590 | D | (1)(2) | 0 | I | See Footnote(4) | ||
| Common Stock, par value $.01 per share | 09/29/2020 | J(1)(2) | 243,278 | D | (1)(2) | 0 | I | See Footnote(5) | ||
| 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 | ||||||||
| Stock Option (right to buy) | $7.63 | 09/29/2020 | J(1)(2) | 60,000 | (6) | 12/15/2020 | Common Stock | 60,000 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $7.77 | 09/29/2020 | J(1)(2) | 100,000 | (6) | 12/13/2021 | Common Stock | 100,000 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $8.49 | 09/29/2020 | J(1)(2) | 50,000 | (6) | 12/12/2023 | Common Stock | 50,000 | (7) | 0 | D | ||||
| Explanation of Responses: |
| 1. The reporting person, Ricky Stern, Emily Stern, Arthur Stern, GMS Family Investors LLC ("GMS"), Asta Group, Incorporated ("Asta Group"), the Ricky Stern Family 2012 Trust ("RSFT"), the Ricky Stern 2012 GST Trust ("RSGST"), the Emily Stern Family 2012 Trust ("ESFT"), the Emily Stern 2012 GST Trust ("ESGST", and together with the reporting person, Ricky Stern, Emily Stern, Arthur Stern, GMS, Asta Group, RSFT, RSGST, and ESFT, the "Stern Group"), and Asta Finance Acquisition Inc. ("Parent"), are parties to that Rollover Financing Commitment Letter, dated April 8, 2020 (the "Commitment Letter"). |
| 2. Pursuant to the Commitment Letter, the Stern Group contributed these shares to Parent (the "Rollover") in exchange for a number of shares of Parent's common stock calculated in accordance with the Commitment Letter, and effective as of the effective time of the merger contemplated by the Agreement and Plan of Merger, dated April 8, 2020, as amended (the "Merger Agreement"), among Asta Funding, Inc., Parent, and Asta Funding Acquisition Sub Inc. |
| 3. Consists of shares of common stock owned by Asta Group, Incorporated, which shares are attributable to the reporting person based on his percentage ownership of Asta Group, Incorporated. |
| 4. Consists of shares held in the RSGST for which the reporting person is co-trustee with Ricky Stern. |
| 5. Consists of shares held in the ESGST for which the reporting person is co-trustee with Ricky Stern. |
| 6. Options were fully exercisable as of September 29, 2020. |
| 7. Each option was terminated in accordance with the terms of the Merger Agreement. |
| /s/ Gary Stern | 10/01/2020 | |
| ** 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. | ||
