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)
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2. Issuer Name and Ticker or Trading Symbol
QUOTEMEDIA INC [ QMCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2017 | ||||||||||||||||||||||||||
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 | ||||||
Series A Preferred Stock (4) | 12/28/2017 | A | 106,300 | A | $25 | 106,300 | I | Owned by Bravenet (1) | ||
Series A preferred Stock (4) | 12/28/2017 | A | 21,385 | A | $25 | 21,385 | I | Owned by Harrison (2) |
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 | ||||||||
Warrant | $0.1 | 12/28/2017 | A | 4,000,000 | 12/28/2017 | 12/28/2037 | Common Stock | 4,000,000 | $0 | 4,000,000 | D | ||||
Warrant | $1 | 12/28/2017 | A | 1,250 | 12/28/2017 | 12/28/2047 | Series A Preferred Stock (3) | 1,250 | $0 | 1,250 | D | ||||
Warrant | $1 | 12/28/2017 | A | 382,243 | 12/28/2017 | 12/28/2047 | Series A Preferred Stock (3) | 382,243 | $0 | 382,243 | D | ||||
Warrant (4) | $0.1 | 12/28/2017 | A | 2,520,000 | 12/28/2017 | 12/28/2037 | Common Stock | 2,520,000 | $0 | 2,520,000 | I | Owned by Harrison (2) | |||
Warrant (4) | $0.1 | 12/28/2017 | A | 1,480,000 | 12/28/2017 | 12/28/2037 | Common Stock | 1,480,000 | $0 | 1,480,000 | I | Owned by Bravenet (1) |
Explanation of Responses: |
Remarks: |
1. The reporting person is a control person of Bravenet Web Services, Inc. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. 2. The reporting person is a control person of Harrison Avenue Holdings Ltd. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. 3. Series A Redeemable Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock") 4. Issued as part of a Debt Exchange Agreement 5. Warrants vest and become exercisable according to achieving performance targets detailed in Compensation Agreement or vest and become exercisable immediately prior to a Liquidity Event (as defined in the Company's Certificate of Designation of Series A Redeemable Convertible Preferred Stock). 6. Warrants vest and become exercisable immediately prior to the consummation of a Liquidity Event. Upon the request of the Registered Holder and at the sole discretion of the Company's Board of Directors, the Company's Board of Directors may accelerate the vesting of all or any portion of the shares of Warrant Stock subject to this Warrant. |
David Shworan | 01/02/2017 | |
** 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. |