| 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 Mojo Organics, Inc. [ MOJO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/13/2015 | ||||||||||||||||||||||||||
| 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, $.001 par value | 08/13/2015 | P | 750,000(2) | A | $0.2 | 2,398,352 | I | Wyatts Torch Equity Partners LP(1) | ||
| Common Stock, $.001 par value | 150,000 | I | Peter & Stephanie Spinner JTTF | |||||||
| Common Stock, $.001 par value | 10,000 | I | Stephanie Spinner IRA(4) | |||||||
| Common Stock, $.001 par value | 1,575,000 | 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 | $0.4 | 08/13/2015 | P | 1,500,000 | 08/13/2015 | 08/13/2020 | Common, par value $.001 | 1,500,000 | $0.4 | 1,500,000 | I | Wyatts Torch Equity Partners LP(1)(2) | |||
| Common Stock Purchase Warrant | $0.91 | 03/13/2014 | 03/13/2019 | Common, par value $.001 | 732,905 | 732,905 | I | Wyatts Torch Equity Partners LP(1) | |||||||
| Stock Options | $0.255 | (3) | 08/14/2019 | Common, par value $.001 | 192,000 | 192,000 | D | ||||||||
| Explanation of Responses: |
| 1. Mr. Spinner is the portfolio manager and also the managing member of the general partner of Wyatts Torch Equity Partners LP, and as such, controls the voting and disposition of such shares. Mr. Spinner disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Spinner is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| 2. On August 13, 2015, Wyatts Torch Equity Partners LP purchased 750,000 shares of common stock of the company and a common stock purchase warrant (the "Warrant") to purchase 1,500,000 shares of common stock exercisable at $0.40 per share. |
| 3. The options become exercisable in four equal installments on February 14, 2015, August 14, 2015, February 14, 2016 and August 14, 2016. |
| 4. Mr. Spinner disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Spinner is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| /s/ Peter Spinner | 09/16/2015 | |
| ** 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. | ||
