| 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 MoneyOnMobile, Inc. [ MOMT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 03/27/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Common Stock Warrant (right to buy) | $0.0216 | 03/27/2020 | J(1) | 34,750,000 | 06/18/2019 | 06/18/2025 | Common Stock | 34,750,000 | (1) | 0 | D(2) | ||||
| Series H Convertible Preferred Stock | $0.00 | 03/27/2020 | J(1) | 1,666 | 06/18/2019(3) | (4) | Common Stock | 833,000(5) | (1) | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. S7 Finance B.V., which, prior to the transaction necessitating the filing of this Form 4, was the record holder of the reported securities, sold all of the reported securities to two third parties in a privately negotiated transaction. The aggregate purchase price for the Warrants was $20,000 and the aggregate purchase price for the Series H Convertible Preferred Stock was $100. |
| 2. Prior to the transaction necessitating the filing of this Form 4, these securities were owned directly by S7 Finance B.V., which is a wholly owned subsidiary of JSC Siberia Airlines, which in turn is a wholly owned subsidiary of CJSC S7 Group. JSC Siberia Airlines and CJSC S7 Group are each indirect owners of the same reported securities to which S7 Finance B.V. is the direct owner. |
| 3. Until July 19, 2019, conversion of the Series H Convertible Preferred Stock, was subject to a beneficial ownership limitation precluding conversions that would result in the beneficial ownership of S7 Finance B.V. to exceed 4.99% of the Common Stock outstanding. |
| 4. The Series H Convertible Preferred Stock has no expiration date. The Series H Preferred Stock is subject to mandatory conversion based on the occurrence of a Triggering Event as described in the Certificate of Designation of Preferences, Rights and Limitations of the Series H Convertible Preferred Stock. |
| 5. The Series H Convertible Preferred Stock is convertible into Common Stock at a conversion rate equal to the quotient determined by dividing (i) the stated value ($3,000) of the shares of Series H Convertible Preferred Stock to be converted and (ii) $6.00 (subject to adjustment). |
| Remarks: |
| This Form 4 is a joint filing by S7 Finance B.V., JSC Siberia Airlines, the sole shareholder of S7 Finance B.V. and CJSC S7 Group, the sole shareholder of JSCSiberia Airlines. Powers of Attorney were filed as Exhibits 24.1, 24.2 and 24.3 to the Form 3 filed with the SEC on August 12, 2019 by the reporting persons. |
| /s/ Dirk Slob for S7 Finance B.V. | 03/30/2020 | |
| /s/ Dirk Slob for JSC Siberia Airlines | 03/30/2020 | |
| /s/ Dirk Slob for CJSC S7 Group | 03/30/2020 | |
| ** 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. | ||
