| 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 One Horizon Group, Inc. [ OHGI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/24/2017 | ||||||||||||||||||||||||||
| 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 | 10/24/2017(1)(3)(4) | P | 2,000,000(1)(3)(4) | A | $0.125(1)(3)(4) | 2,000,000 | D | |||
| Common Stock | 11/27/2017(2)(3)(4) | C | 13,000,000(2)(3)(4) | A | $0.2577(2)(3)(4) | 15,000,000 | D | |||
| 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 | ||||||||
| 8% Series A Convertible Debenture | $0.2577(2)(3)(4) | 11/27/2017(2)(3)(4) | C | $3,500,000(2)(3)(4) | 12/22/2014 | 01/31/2018 | Common Stock | 13,000,000(2)(3)(4) | $0 | 0 | D | ||||
| Class C Warrant (right to buy) | $18 | 12/22/2014 | 12/21/2018 | Common Stock | 64,815 | 64,815 | D | ||||||||
| Class D Warrant (right to buy) | $21 | 12/22/2014 | 12/21/2018 | Common Stock | 64,815 | 64,815 | D | ||||||||
| Explanation of Responses: |
| 1. The Issuer previously entered into an agreement with Mark B. White, the owner of 555,555 shares of the Issuer's Series A-1 Convertible Preferred Stock (the "Preferred Shares"), pursuant to which the Issuer agreed to issue to Mr. White 4,000,000 shares of common stock, together with a promissory note in the principal amount of $500,000 bearing interest at a rate of 7% per annum payable on August 31, 2019, in exchange for the Preferred Shares and the accrued but unpaid dividends thereon (the "Exchange"). The Exchange took place on November 27, 2017. Pursuant to the terms of a letter, dated September 14, 2017 (the "White Letter"), Mr. White transferred to the Reporting Person 2,000,000 shares of the Issuer's common stock immediately after the Exchange as consideration for the Reporting Person's previous contribution to Mr. White of $250,000 to be used in connection with Mr. White's initial purchase of the Preferred Shares. |
| 2. On November 27, 2017, pursuant to the terms of a security purchase agreement between the Reporting Person and the Issuer, the Reporting Person converted $3,000,000 of the $3,500,000 in face amount of 8% Series A Convertible Debentures (the "Debentures"), together with all accrued but unpaid interest on the entire principal amount of the Debentures, in exchange for 13,000,000 shares of the Issuer's common stock. In addition, upon conversion of the $3,000,000 portion of the Debentures, the balance of the Debentures was deemed cancelled, and the Issuer issued to the Reporting Person a $500,000 promissory note bearing interest at the rate of 7% per annum payable on August 31, 2019. |
| 3. The applicable rules of the Nasdaq OMX Market required stockholder approval for (1) the issuance to Mr. White of 4,000,000 shares of the Issuer's common stock in the Exchange and (2) the issuance to the Reporting Person of 13,000,000 shares of the Issuer's common stock upon conversion of the Debentures because the number of shares to be issued would represent in excess of 20% of the shares of the Issuer's common stock then outstanding. |
| 4. (Continued from Footnote #3) On October 24, 2017, by written consent (the "Written Consent"), and as disclosed in the Issuer's Information Statement on Schedule 14C, filed with the Securities and Exchange Commission on November 6, 2017, holders of a majority of the Issuer's outstanding shares of common stock approved the issuance to Mr. White of 4,000,000 shares of the Issuer's common stock in the Exchange. Therefore, all conditions material to the Reporting Person's acquisition of 2,000,000 shares of the Issuer's common stock in connection with the White Letter had occurred as of October 24, 2017. In addition, the Written Consent included stockholder approval for the issuance to the Reporting Person of 13,000,000 shares of the Issuer's common stock upon conversion of the Debentures. |
| /s/Zhanming Wu | 12/14/2017 | |
| ** 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. | ||
