| 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 CVSL INC. [ CVSL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/17/2015 | ||||||||||||||||||||||||||
| 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 | 07/17/2015 | G(1) | V | 125,369 | D | $0 | 12,515,000(1)(2)(3) | D(1)(2)(3) | ||
| 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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| Explanation of Responses: |
| 1. This transaction involved a gift of an aggregate of 125,369 shares of CVSL, Inc. common stock, par value $0.0001 per share (the "Common Stock") by Rochon Capital Partners Ltd. ("Rochon Capital") to five trusts for the benefit of John P. Rochon's grandchildren (the "Trusts"). |
| 2. In addition to the reported shares, which are owned directly by Rochon Capital, John Rochon Management, Inc. ("JRM") directly owns 37,500 shares of Common Stock. Also, pursuant to a voting agreement between Rochon Capital and The Tamala L. Lonaberger Revocable Trust, Rochon Capital has the right, until March 18, 2018, to vote all of the shares held by The Tamala L. Longaberger Revocable Trust. As of the date of this report, The Tamala L. Longaberger Revocable Trust owns 1,625,000 shares of Common Stock. These shares are not included in the shares of Common Stock included in this report. |
| 3. As the sole shareholder of JRM, Mr. Rochon may be deemed to have indirect beneficial ownership of the 37,500 shares owned by JRM; and because of JRM's control as the sole general partner of Rochon Capital, Mr. Rochon and JRM may be deemed to have indirect beneficial ownership of all of the shares of Common Stock held by Rochon Capital. Also, as previously disclosed in filings with the Securities and Exchange Commission, Rochon Capital, JRM, Mr. Rochon, and Russell Mack may collectively be deemed a "group" with respect to the acquisition of certain shares of Common Stock. As such, Rochon Capital, JRM, and Mr. Rochon may be deemed to indirectly beneficially own the 150,000 shares held directly by Mr. Mack. |
| Remarks: |
| This report is filed jointly by Rochon Capital, JRM, and John P. Rochon. John P. Rochon is the sole shareholder of JRM and a limited partner of Rochon Capital. JRM is the sole general partner of Rochon Capital. |
| John P. Rochon, President of John Rochon Management, Inc., as the General Partner of Rochon Capital Partners, Ltd. | 10/13/2015 | |
| John P. Rochon, President of John Rochon Management, Inc. | 10/13/2015 | |
| John P. Rochon | 10/13/2015 | |
| ** 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. | ||
