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 UNWIRED PLANET, INC. [ UPIP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/29/2015 | ||||||||||||||||||||||||||
| 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 | 05/29/2015 | S(1)(2) | 5,500,000 | D | $0.8829 | 6,568,780(1)(2)(3)(4) | I | See Footnote(1)(2)(3)(4) | ||
| 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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1. Name and Address of Reporting Person*
(Street)
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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. On May 29, 2015, pursuant to that Securities Purchase Agreement (the "Purchase Agreement") between Indaba Capital Fund, L.P. ("Indaba Capital") and certain funds managed by MAST Capital Management, LLC (the "Buyer"), dated as of May 21, 2015, Indaba Capital sold to the Buyer (i) 5,500,000 shares of common stock of Unwired Planet, Inc. (the "Issuer") held by Indaba Capital at a price per share equal to $0.8829, and (ii) senior secured notes due 2018 (the "Notes") issued by the Issuer pursuant to an Indenture dated as of June 28, 2014 (as amended from time to time, the "Indenture") with an aggregate Note Balance (as defined in the Indenture) of $31,228,492, for a purchase price that is 109.65625% of the then current aggregate Note Balance, plus the amount of interest accrued but unpaid through the date that is the earlier of |
| 2. (i) consummation of the Note Transaction (as defined in the Purchase Agreement) in accordance with the terms of the Purchase Agreement and (ii) 20 business days following the date of the Purchase Agreement, determined as if the interest on the Notes were payable in cash rather than as a PIK Payment (as defined in the Indenture). |
| 3. Indaba Capital directly holds 6,568,780 shares of the Issuer's common stock. Such shares of common stock directly held by Indaba Capital may be deemed to be indirectly beneficially owned by (a) Indaba Capital Management, L.P. ("Indaba Capital Management") by virtue of its role as the investment manager of Indaba Capital, (b) Indaba Partners, LLC ("Indaba Partners"), by virtue of its role as the general partner of Indaba Capital, (c) IC GP, LLC, by virtue of its role as general partner of Indaba Capital Management, and (d) Derek C. Schrier as the Managing Member of IC GP, LLC and the Senior Managing Member of Indaba Partners. |
| 4. Each Reporting Person hereby disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| Andrew Dodge was designated to serve on the board of directors of Unwired Planet, Inc. (the "Issuer") by Indaba Capital Fund, L.P., but resigned his position as a director on May 20, 2015. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), the reporting persons were deemed directors by deputization by virtue of their representation on the board of directors of the Issuer, but are no longer deemed directors by deputization as they no longer have representation on the board of directors of the Issuer. Each reporting person hereby disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that any reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Act or for any other purpose. |
| /s/Hank Brier, as General Counsel of Indaba Capital Management, L.P. | 06/01/2015 | |
| /s/ Hank Brier, as General Counsel of Indaba Partners, LLC | 06/01/2015 | |
| /s/ Hank Brier, as General Counsel of the General Partner of Indaba Capital Fund, L.P. | 06/01/2015 | |
| /s/ Hank Brier, as General Counsel of IC GP, LLC | 06/01/2015 | |
| /s/ Derek C. Schrier | 06/01/2015 | |
| ** 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. | ||