Function(x) (FNCX) Form 4 Change in insider ownership

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^*

Sillerman Investment Co III, LLC

(Last) (First) (Middle)

902 BROADWAY, FL 11

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Function(x) Inc. [ FNCX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2016

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

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(1)(2)								30,811,268	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
Series C Preferred Stock(1)	(7)	08/22/2016		A		23,264		08/22/2016	(10)	Common Stock	(7)	(8)	7(7)	D
Series C Preferred Stock(1)	(7)							(7)	(10)	Common Stock	(7)		9(9)	D
Warrants (right to buy)	$3.51							10/24/2014	10/24/2019	Common Stoock	225,000		225,000(3)	D
Warrants (right to buy)	$2.98							11/25/2014	11/25/2019	Common Stock	150,000		150,000(4)	D
Warrants (right to buy)	$3.63							12/15/2014	12/15/2019	Common Stock	775,000		775,000(5)	D
Warrants (right to buy)	$1.78							03/16/2015	03/16/2020	Common Stock	350,000		350,000(6)	D

Explanation of Responses:

1. This transaction was exempt from the provisions of Section1 6(b) pursuant to Rule 16b-3 thereunder.

2. The Reporting Person previously purchased 10,000 shares of the Issuer's Series C Preferred Stock at a price of $1,000 per share. 7,000 shares of Series C Preferred Stock were exchanged for 22,580,645 shares of the Issuer's common stock in a transaction exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 thereunder.

3. Warrants previously acquired by the Reporting Person, exercisable at $3.51 per share.

4. Warrants previously acquired by the Reporting Person, exercisable at $2.98 per share.

5. Warrants previously acquired by the Reporting Person, exercisable at $3.63 per share.

6. Warrants previously acquired by the Reporting Person, exercisable at 1.78 per share.

7. Subject to existing Exchange Agreement, the Series C Preferred Shares are convertible into common shares, the number of which will be based on the pricing at the time of conversion.

8. Debt held by SIC III was exchanged for shares of Series C Preferred Stock.

9. The Reporting Person previously held 3,000 shares of Series C Preferred Stock. The Reporting Person continues to hold those shares, but the terms of those shares were changed, such that the shares are no longer convertible by their terms. However, the shares are subject to an Exchange Agreement. See footnote (7).

10. The Series C Preferred Shares are exchangeable for common shares pursuant to a pre-existing exchange agreement. Any exchange is subject to certain conditions, but there is no expiration on the time at which such exchange may occur.

	SILLERMAN INVESTMENT COMPANY III LLC	08/29/2016
	/s/ Robert F.X. Sillerman	08/29/2016
	** 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).
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