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 RVUE HOLDINGS, INC. [ RVUE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/31/2017 | ||||||||||||||||||||||||||
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 | 143,176,276 | I | See footnote(1) | |||||||
Common Stock | 166,666 | 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 | ||||||||
Convertible Note(2)(3) | $0.0026 | 01/31/2017 | P | $80,000 | (2)(3)(6) | (2)(3)(6) | Common Stock | 30,757,401 | $0.0026 | 30,757,401(2)(3) | I | See footnote(1) | |||
Convertible Note(4)(5) | $0.0026 | 10/11/2016 | P | $201,000 | (4)(5)(6) | (4)(5)(6) | Common Stock | 77,277,970 | $0.0026 | 77,277,970(4)(5) | I | See footnote(1) | |||
Warrants | $0.2 | 07/24/2012 | 07/24/2017 | Common Stock | 5,833,333 | 5,833,333 | I | See footnote(1) | |||||||
Options (right to buy) | $0.2 | 06/21/2011 | 12/21/2020 | Common Stock | 200,000 | 200,000 | I | See footnote(1) |
Explanation of Responses: |
1. Securities owned by Roche Enterprises, Ltd., formerly known as Acorn Composite Corp., a corporation of which Mr. Roche is the sole shareholder. Mr. Roche may be deemed to have a pecuniary interest in such securities. |
2. As reported in the Company's Press Release dated January 31, 2017, the Company executed documentation with Roche Enterprises, Ltd., a corporation formerly known as Acorn Composite Corp. and a major shareholder of the Company ("Roche Enterprises"), pursuant to which Roche Enterprises provided the Company with short-term bridge financing in the form of a Senior Secured Convertible Promissory Note in the principal amount of $80,000 (the "January 2017 Convertible Note"). The January 2017 Convertible Note matures 30 days following the date on which a final drawdown of funds under the January 2017 Convertible Note occurs, which final drawdown will occur in March 2017, but is subject to extension by up to an additional three months, in the sole discretion of Roche Enterprises. (Continued) |
3. (Footnote 2 Continuation) The conversion price is $0.002601 per share, which is equal to the weighted average conversion price paid by Carebourn Capital, L.P. upon conversion of its promissory note into the equity securities of the Company during 2016. The number of shares of Common Stock issuable upon conversion of the January 2017 Convertible Note may increase, to the extent that such conversion reflects any accrued interest and fees with respect thereto. |
4. As reported in the Company's Current Report on Form 8-K filed with the SEC on October 18, 2016, on October 11, 2016, the Company executed documentation with Roche Enterprises, pursuant to which Roche Enterprises provided the Company with short-term bridge financing in the form of a Senior Secured Convertible Promissory Note in the principal amount of $201,000 (the "2016 Convertible Note"). The 2016 Convertible Note contained an original maturity date of December 1, 2016 but on November 30, 2016, Roche Enterprises exercised its right to extend the maturity date, in its sole discretion, by up to an additional three months. The 2016 Convertible Note, as originally executed, contained a mutual mistake as to the correct conversion price of the outstanding balance of the note, should Roche Enterprises elect to convert it. (Continued) |
5. (Footnote 4 Continuation) The Company and Roche Enterprises executed an amended and restated 2016 Convertible Note on December 28, 2016 containing the correct conversion price of $0.002601 per share, which is equal to the weighted average conversion price paid by Carebourn Capital, L.P. upon conversion of its promissory note into the equity securities of the Company during 2016. The 2016 Convertible Note, as amended and restated on December 28, 2016, no longer contains a liquidation preference. The number of shares of Common Stock issuable upon conversion of the 2016 Convertible Note, as amended and restated, may increase, to the extent that such conversion reflects any accrued interest and fees with respect thereto. |
6. Each of the 2016 Convertible Note, as amended and restated, and the January 2017 Convertible Note is convertible into Common Stock at any time. |
/s/ Robert W. Roche | 02/01/2017 | |
** 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. | ||
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