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 Wizard World, Inc. [ WIZD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/29/2016 | ||||||||||||||||||||||||||
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 | 34,681,646(1)(2) | I | See footnote(1) |
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) | $0.5 | 12/29/2016 | A | 75,000(3) | 12/29/2016(4) | 12/29/2021 | Common Stock | 75,000 | (3) | 33,858,334 | I | See footnote(5) | |||
Stock Option (Right to Buy) | $0.5 | 12/29/2016 | A | 75,000(3) | 12/31/2016(4) | 12/29/2021 | Common Stock | 75,000 | (3) | 33,933,334 | I | See footnote(5) | |||
Stock Option (Right to Buy) | $0.55 | 12/29/2016 | A | 75,000(3) | 03/31/2017(4) | 12/29/2021 | Common Stock | 75,000 | (3) | 34,008,334 | I | See footnote(5) | |||
Stock Option (Right to Buy) | $0.55 | 12/29/2016 | A | 75,000(3) | 06/30/2017(4) | 12/29/2021 | Common Stock | 75,000 | (3) | 34,083,334 | I | See footnote(5) | |||
Stock Option (Right to Buy) | $0.55 | 12/29/2016 | A | 75,000(3) | 09/30/2017(4) | 12/29/2021 | Common Stock | 75,000 | (3) | 34,158,334 | I | See footnote(5) | |||
Stock Option (Right to Buy) | $0.6 | 12/29/2016 | A | 75,000(3) | 12/31/2017(4) | 12/29/2021 | Common Stock | 75,000 | (3) | 34,233,334 | I | See footnote(5) | |||
Stock Option (Right to Buy) | $0.6 | 12/29/2016 | A | 75,000(3) | 03/31/2018(4) | 12/29/2021 | Common Stock | 75,000 | (3) | 34,308,334 | I | See footnote(5) | |||
Stock Option (Right to Buy) | $0.6 | 12/29/2016 | A | 75,000(3) | 06/30/2018(4) | 12/29/2021 | Common Stock | 75,000 | (3) | 34,383,334 | I | See footnote(5) |
Explanation of Responses: |
1. These shares include: (i) 33,326,946 shares owned by Bristol Investment Fund, Ltd., a Cayman Islands exempted company managed by Bristol Capital Advisors LLC, a Delaware limited liability company, of which Mr. Kessler, as the manager, has voting and dispositive power over the shares beneficially owned (ii) 489,000 shares owned by Bristol Capital, LLC, a Delaware limited liability company ("Bristol Capital"), of which Mr. Kessler is the manager and, acting alone, has voting and dispositive power over the shares beneficially owned, (iii) 78,700 shares owned by Paul Kessler IRA Rollover, of which Mr. Kessler, acting alone, has voting and dispositive power over the shares beneficially owned, and (iv) 787,000 shares owned by Bristol Capital Pension and Profit Sharing, of which Mr. Kessler, acting alone, has voting and dispositive power over the shares beneficially owned. |
2. This total does not include derivative securities held by Mr. Kessler. |
3. Bristol Capital acquired the stock options for services rendered pursuant to a Consulting Services Agreement, dated December 29, 2016 (the "Consulting Agreement"), by and between Bristol Capital and Wizard World, Inc., a Delaware corporation. |
4. The stock options shall automatically vest upon a Change in Control as defined in the Consulting Agreement. |
5. The stock options are held by Bristol Capital, of which Mr. Kessler is the manager and has dispositive control of the stock options. |
/s/ Paul L. Kessler | 01/03/2017 | |
** 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. |