Capstone Financial Form 4/A Change in insider ownership (amended)

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^*

CAPSTONE FINANCIAL GROUP, INC.

(Last) (First) (Middle)

8600 TRANSIT ROAD

(Street)

EAST AMHERST NY 14051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TWINLAB CONSOLIDATED HOLDINGS, INC. [ TLCC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/01/2015

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	05/19/2015		S		263,157	D	$0.76	15,577,879(1)	D
Common Stock	05/21/2015		S		855,263	D	$0.76	14,722,616(1)	D
Common Stock	05/28/2015		S		246,049	D	$0.76	14,476,567(1)	D

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
Third-party call option (right to buy)	$1	05/19/2015		S			263,157	06/09/2015	06/09/2018	Common Stock, par value $0.001	263,157	$0	0	D
Third-party call option (right to buy)	$1	05/21/2015		S			855,263	06/09/2015	06/09/2018	Common Stock, par value $0.001	855,263	$0	0	D
Third-party call option (right to buy)	$1	05/28/2015		S			246,049	06/09/2015	06/09/2018	Common Stock, par value $0.001	246,049	$0	0	D
Put option (right to sell)	$0.775	05/28/2015		P(2)		51,973,684		03/28/2015	10/31/2017	Common Stock, par value $0.001	51,973,684	$0	0	D
Series A Warrant (right to buy)	$0.76	05/28/2015		S(2)			51,973,684	10/01/2014	10/31/2017	Common Stock, par value $0.001	51,973,684	$0	0	D
Series B Warrant (right to buy)	$0.76	05/28/2015		S(2)			4,368,421	10/01/2014	10/31/2017(3)	Common Stock, par value $0.001	4,368,421	$0	18,000,000	D
Contingent Call Option (right to buy)	$0.01	05/28/2015		S(2)			1,000,000	04/01/2016	05/01/2016	Common Stock, par value $0.001	1,000,000	$0	1,000,000	D
Contingent Call Option (right to buy)	$0.01	05/28/2015		S(2)			1,500,000	08/01/2016	08/31/2016	Common Stock, par value $0.001	1,500,000	$0	1,500,000	D
Contingent Call Option (right to buy)	$0.01	05/28/2015		S(2)			1,500,000	12/01/2016	12/31/2016	Common Stock, par value $0.001	1,500,000	$0	1,500,000	D

Explanation of Responses:

1. In addition, Capstone Financial Group, Inc. exercised third-party call options for at least a further 1,498,500 shares on February 23, 2015, but the optionors of such shares have not yet honored the exercise. When they do, this Form 4 will be amended to reflect the additional shares.

2. For further information regarding these transactions and the securities involved, please refer to the Current Report on Form 8-K filed by Capstone Financial Group, Inc. on May 29, 2015.

3. As a part of this transaction, the remaining warrants were deemed to be divided into four tranches, each with an associated date beyond which it would no longer be exercisable: one tranche for 2,000,000 warrant shares (no longer exercisable after November 30, 2015); one tranche for 4,000,000 warrant shares (no longer exercisable after March 31, 2016); one tranche for 6,000,000 warrant shares (no longer exercisable after July 31, 2016); and another tranche for 6,000,000 warrant shares (no longer exercisable after November 30, 2016). For further information, please refer to the Current Report on Form 8-K filed by Capstone Financial Group, Inc. on May 29, 2015.

Remarks:

All securities reported on this Form 4 are owned directly by Capstone Financial Group, Inc. and indirectly by Darin Richard Pastor, the CEO and majority stockholder of Capstone. Pastor is filing a separate Form 4 to reflect these same transactions.

	/s/ Darin R. Pastor, CEO	06/17/2015
	** Signature of Reporting Person	Date
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