| 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 DR. TATTOFF, INC. [ none ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/24/2012 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 01/06/2015 | 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 | 12/15/2014 | J | 500,000(1)(2) | D | (1)(2) | 1,530,613 | I | SEE FOOTNOTES(1)(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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents shares of common stock (the "Common Stock) of Dr. Tattoff, Inc. (the "Issuer") owned indirectly by Andrew M. Heller ("Mr. Heller"). Such shares are held directly by Heller Lending, LLC ("Heller Lending"). Mr. Heller is a Manager and the sole member of Heller Lending and may be deemed to have beneficial ownership of such shares. The reported transaction represents the redemption by the Issuer of shares of Common Stock that were issued to Heller Lending on June 1, 2014, August 1, 2014 and October 1, 2014 in exchange for certain warrants previously issued to Heller Lending in connection with an Unsecured Interim Term Promissory Note. (See Footnote 2 for continuation.) |
| 2. The Issuer recorded the issuance of such shares of Common Stock at an estimated fair value of $0.40-$0.49 per share (as reported in its Form 10-K for the fiscal year ended December 31, 2014, filed on April 15, 2015) and recorded the redemption of such shares of Common Stock at an estimate fair value of $0.33 per share (as reported in its Form 10-K for the fiscal year ended December 31, 2014). Mr. Heller disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the Common Stock (except to the extent of his pecuniary interest in such securities), and this report shall not be deemed an admission that Mr. Heller is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. The transaction reported for January 1, 2015 on the Form 4 filed by Mr. Heller on January 6, 2015 was erroneous and is hereby deleted. |
| /s/Matthew L. Rosin, Vice President of Legal Affairs of Commonwealth Trust Company, the Trustee of The Andrew M. Heller 2009 GRAT | 06/29/2015 | |
| /s/Andrew M. Heller | 06/29/2015 | |
| ** 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. | ||
