| 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 SOCIAL REALITY, Inc. [ SCRI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/21/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A common stock(1) | 12/21/2015 | J | 225,000 | A | $0.5 | 3,435,000 | D | |||
| Class A common stock(2)(4) | 12/21/2015 | J | 150,000 | A | $0.5 | 3,585,000 | D | |||
| Class A common stock(3)(4) | 12/21/2015 | J | 225,000 | A | $0.5 | 3,810,000 | I | See footnotes(1)(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 | ||||||||
| Explanation of Responses: |
| 1. Represents shares received by Siskey Capital, LLC upon the conversion of a $112,500 princpal amount convertible promissory note issued by Ms. Erin DeRuggerio, an executive officer and director of the Issuer. The Reporting Person in his position at Siskey Capital, LLC has shared right to direct the vote and disposition of securities owned by Siskey Capital, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interst therein. |
| 2. Represents shares received by Siskey Capital Opportunity Fund, LLC upon the conversion of a $75,000 princpal amount convenrtible promissory note issued by Ms. DeRuggeiro. |
| 3. Represents shares received by Siskey Capital Opportunity Fund II, LLC upon the conversion of a $112,500 princpal amount convenrtible promissory note issued by Ms. DeRuggeiro. |
| 4. SCAP Management Group, LLC, a North Carolina limited liability company, is the managing member of Siskey Capital Opportunity Fund, LLC and Siskey Capital Opportunity Fund II, LLC. The Reporting Person in his position at SCAP Management Group, LLC has shared right to direct the vote and disposition of securities owned by each of Siskey Capital Opportunity Fund, LLC and Siskey Capital Opportunity Fund II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| /s/ Richard C. Siskey | 12/22/2015 | |
| ** 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. | ||
