| 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 |
| |||||||||||||||
| 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 TWINLAB CONSOLIDATED HOLDINGS, INC. [ TLCC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 03/08/2017 | J | 807,018 | A | (1) | 90,027,400 | I | See Footnote 1(1) | ||
| 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 | ||||||||
| Warrant (option to buy) | $1 | 03/08/2017 | P | 869,618 | 03/08/2017 | 11/13/2019 | Common Stock | 869,618 | (2) | 869,618(3) | D | ||||
| Warrant (option to buy) | $0.01(4) | 03/08/2017 | J | 4,960,740 | 03/08/2017 | 11/13/2019 | Common Stock | 4,960,740 | (2) | 4,960,740 | I | See Footnote 5(5) | |||
| Warrant (option to buy) | $0.01 | 03/08/2017 | J | 807,018 | 03/08/2017 | 11/13/2019 | Common Stock | 807,018 | (2) | 807,018 | I | See Footnote 6(6) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. In connection with the acquisition by Golisano Holdings LLC of $10M in the aggregate principal amount of loans payable by the Issuer to Penta Mezzanine SBIC Fund I, L.P. ("Penta"), Penta, the record owner of these shares, granted to Golisano Holdings LLC the right to receive 50% of the gross proceeds in excess of $177,544 that Penta may receive upon the sale of these shares so Golisano Holdings LLC and B. Thomas Golisano (the sole member of Golisano Holdings LLC) may be deemed to have a "pecuniary interest" in these shares within the meaning of Rule 16a-1(a)(2). |
| 2. This warrant was acquired by Golisano Holdings LLC from Penta Mezzanine Fund I, L.P. ("Penta") in connection with the acquisition by Golisano Holdings LLC of $10M in aggregate principal amount of loans payable by the Issuer to Penta. |
| 3. This warrant is owned directly by Golisano Holdings LLC, a New York limited liability company and a greater than 10% owned of the Issuer, and indirectly by B. Thomas Golisano, the sole member of Golisano Holdings LLC. |
| 4. The exercise price for this warrant is not on a per share basis, but is for the entire 4,960,740 shares of Common Stock underlying the warrant. |
| 5. In connection with the acquisition by Golisano Holdings LLC of $10M in the aggregate principal amount of loans payable by the Issuer to Penta Mezzanine SBIC Fund I, L.P. ("Penta"), Penta, the record owner of this warrant, granted to Golisano Holdings LLC the right to receive 50% of the gross proceeds in excess of $1,091,363 that Penta may receive upon the exercise or sale of this warrant and so Golisano Holdings LLC and B. Thomas Golisano (the sole member of Golisano Holdings LLC) may be deemed to have a "pecuniary interest" in this warrant and the underlying shares of Common Stock within the meaning of Rule 16a-1(a)(2). |
| 6. In connection with the acquisition by Golisano Holdings LLC of $10M in the aggregate principal amount of loans payable by the Issuer to Penta Mezzanine SBIC Fund I, L.P. ("Penta"), Penta, the record owner of this warrant, granted to Golisano Holdings LLC the right to receive 50% of the gross proceeds in excess of $177,544 that Penta may receive upon the exercise or sale of this warrant and so Golisano Holdings LLC and B. Thomas Golisano (the sole member of Golisano Holdings LLC) may be deemed to have a "pecuniary interest" in this warrant and the underlying shares of Common Stock within the meaning of Rule 16a-1(a)(2). |
| B. Thomas Golisano, Sole Member | 03/15/2017 | |
| B. Thomas Golisano | 03/15/2017 | |
| ** 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. | ||
| 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. | ||
