| 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 ICTV Brands Inc. [ ICTV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/20/2018 | ||||||||||||||||||||||||||
| 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 | 11/20/2018 | A | 100,000 | A | (1) | 646,999(2) | D | |||
| 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 | ||||||||
| Common Stock Purchase Warrant | $0.05 | 11/20/2018 | A | 100,000 | 11/20/2018 | (3) | Common Stock | 100,000 | (4) | 100,000 | D | ||||
| Convertible Secured Promissory Note | (5) | 11/20/2018 | A | $100,000(5) | 11/20/2018 | (5) | Common Stock | (5) | $100,000 | $100,000(5) | D | ||||
| Explanation of Responses: |
| 1. On November 20, 2018, Mr. Jarvis loaned the Company $100,000 on the terms and conditions set forth in a one-year 10% Secured Convertible Promissory Note (the "Note"). As consideration for the loan, the Company issued to Mr. Jarvis (1) 100,000 shares of Common Stock; and (2) a Warrant to purchase up to 100,000 shares of Common Stock. |
| 2. Includes 191,667 shares as to which Mr. Jarvis holds exercisable options within 60 days. |
| 3. The Common Stock Purchase Warrant does not have an expiration date. |
| 4. On November 20, 2018, Mr. Jarvis loaned the Company $100,000 on the terms and conditions set forth in a one-year 10% Secured Convertible Promissory Note (the "Note"). As consideration for the loan, the Company issued to Mr. Jarvis (1) 100,000 shares of Common Stock; and (2) a Warrant to purchase up to 100,000 shares of Common Stock. |
| 5. At any time on or before the repayment in full of the Note, Mr. Jarvis has the option, in his sole and absolute discretion, from time to time and at any time, to convert all or any portion of the principal amount of the Note into duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company at a per share conversion price equal to the average closing price of the Company's Common Stock over the ten trading days prior to November 20, 2018. |
| /s/ Stephen James Barry Jarvis | 11/26/2018 | |
| ** 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. | ||
