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 MMRGlobal, Inc. [ MMRF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/06/2016 | ||||||||||||||||||||||||||
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 |
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 to purchase Common Stock | $0.011 | 06/06/2016 | P | 2,777,714 | 06/06/2016 | 06/06/2016 | Commson Stock | 2,777,714 | $0.011 | 37,705,029 | I(1) | See Note 1 | |||
Promissory Note with Conversion Feature | $0.012 | 06/06/2016 | P | 41,666,667 | 06/06/2016 | 05/12/2019 | Common Stock | 41,666,667 | $0.012 | 79,371,696 | I(2) | See Note 2 |
Explanation of Responses: |
1. This warrant was issued pursuant to the terms of the Eleventh Amended and Restated Secured Promissory Note dated June 6, 2016 representing one warrant for every dollar outstanding in the total unpaid balance of the note. Mr. Lorsch is the chief executive officer of the RHL group and has a 100% ownership interest in the RHL group. Therefore Mr. Lorsch may be deemed to be the beneficial owner of the issuers common stock beneficially held by The RHL group. Mr. Lorsch has full voting and dispositive power over such shares of issuer's common stock held directly by the RHL Group. |
2. Conversion rights granted to The RHL Group as part of the Eleventh Amended and Restated Secured Promissory Note (the "Note") which superseded a $500,000 Conversion right contained in the Seventh, Eighth, Ninth and Tenth Note. The Eleventh Note supersedes the Tenth Note and provides The RHL Group with the right to convert up to $500,000 of the outstanding and unpaid principal and accrued interest, if any, at the time of conversion. This right is valid is valid until the promissory note and any future amendments are superseded or paid in full. Mr. Lorsch is the Chief Executive Officer of the RHL group and has a 100% ownership interest in the RHL group. Therefore Mr. Lorsch may be deemed to be the beneficial owner of the issuers common stock beneficially held by The RHL group. Mr. Lorsch has full voting and dispositive power over such shares of issuer's common stock held directly by the RHL Group. |
/s/ Robert H. Lorsch, CEO, The RHL Group, Inc. | 06/10/2016 | |
** 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. |