Neulion (NEUL) Form 4 NEULION / Roy Reichbach ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Reichbach Roy

(Last) (First) (Middle)

NEULION, INC.

1600 OLD COUNTRY ROAD

(Street)

PLAINVIEW NY 11803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEULION, INC. [ NLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	05/07/2018		D(1)		1,006,518	D	$0.84	0	D
Common Stock	05/07/2018		D(1)		5,000,000	D	$0.84	0	I	By Charles B. Wang Multigenerational 2012 Trust(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Options (right to buy)	$0.18	05/07/2018		D(2)			150,000	(2)	(2)	Common Stock	150,000	(2)	0	D
Employee Stock Options (right to buy)	$0.44	05/07/2018		D(2)			750,000	(2)	(2)	Common Stock	750,000	(2)	0	D
Restricted Stock Units	(3)	05/07/2018		D(4)			150,000	(4)	(4)	Common Stock	150,000	(4)	0	D
Restricted Stock Units	(3)	05/07/2018		D(4)			300,000	(4)	(4)	Common Stock	300,000	(4)	0	D
Restricted Stock Units	(3)	05/07/2018		D(4)			248,656	(4)	(4)	Common Stock	248,656	(4)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018 (the "Merger Agreement"), by and among the Company, WME Entertainment Parent, LLC, a Delaware limited liability company ("Parent"), and Lion Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on May 7, 2018, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (each, a "Share") was canceled and converted automatically into the right to receive $0.84 per share in cash without interest and less any applicable tax withholdings.

2. Pursuant to the Merger Agreement, each stock option outstanding immediately prior to the consummation of the Merger, whether then unvested or vested, by virtue of the Merger and without any action by the holder, was canceled and converted into only the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the number of Shares issuable under such option and (y) the excess, if any, of (i) $0.84 minus (ii) the exercise price payable in respect of each Share issuable under such option (the "Option Consideration"); provided, however, that the Option Consideration for each option with an exercise price equal to or greater than $0.84 was $0.

3. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Share.

4. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger, whether then vested or unvested, was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $0.84 in cash.

5. Mr. Reichbach is the trustee of the Charles B. Wang Multigenerational 2012 Trust and in such capacity has voting and dispositive control with respect to such shares. Mr. Reichbach disclaims beneficial ownership of the shares held by the 2012 Trust.

Remarks:

	/s/ Stacey Sabo, attorney-in-fact	05/09/2018
	** 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.