| 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) 03/10/2015 | ||||||||||||||||||||||||||
| 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 | 03/10/2015 | J | 123,077(1) | A | (1) | 1,653,690 | D | |||
| COMMON STOCK | 03/10/2015 | J | 123,077(2) | A | (2) | 1,653,690 | I | SEE FOOTNOTE(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 | ||||||||
| WARRANTS | $0.78 | 03/10/2015 | J | 307,693(3) | (3) | 05/31/2018 | COMMON STOCK | 307,693 | (3) | 0 | D | ||||
| WARRANTS | $0.78 | 03/10/2015 | J | 307,693(4) | (4) | 05/31/2018 | COMMON STOCK | 307,693 | (4) | 0 | I | SEE FOOTNOTE(4) | |||
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 of Dr. Tattoff, Inc. (the "Issuer") issued to The Andrew M. Heller 2009 GRAT (the "GRAT") by the Issuer in exchange for warrants exercisable for shares of common stock of the Issuer owned directly by the GRAT that were issued to the GRAT in connection with certain Secured Senior Subordinated Convertible Promissory Notes of the Issuer (the "Convertible Notes") in connection with an extension of the maturity date of the Convertible Notes. |
| 2. Represents shares of common stock of the Issuer owned indirectly by Andrew M. Heller ("Mr. Heller"). The shares are owned directly by the GRAT (see note (1) above). Mr. Heller is the settlor of and beneficiary of the GRAT and may be deemed to have beneficial ownership of the shares. Mr. Heller disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the shares (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. |
| 3. Represents warrants exercisable for shares of common stock of the Issuer owned directly by the GRAT that were issued to the GRAT in connection with the Convertible Notes. The warrants were exchanged for shares of common stock of the issuer as described in note (1) above. |
| 4. Represents warrants exercisable for shares of common stock of the Issuer owned indirectly by Mr. Heller that were exchanged for shares of common stock of the issuer as described in note (1) above. |
| /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. | ||
