TUNES COM INC 3
3 · TUNES COM INC · Filed Aug 18, 1999
Insider Transaction Report
Form 3
Holdings
- 3,492(indirect)
Common Stock*
[01] - 1,875,000(indirect: 01,02)
Preferred Stock*
[02]Exercise: $2.00→ Common Stock (1,875,000 underlying) - 250,000(indirect: 01,02)
Preferred Stock*
[02]Exercise: $2.00→ Common Stock (250,000 underlying) - 187,501(indirect: 01,02)
Preferred Stock*
[02]Exercise: $2.00→ Common Stock (187,501 underlying) - 95,206(indirect: 01,02)
Preferred Stock*
[02]Exercise: $2.00→ Common Stock (95,206 underlying) - 5,883(indirect: 01,04)
(right to buy)*
Exercise: $8.00→ Common Stock (5,883 underlying)
Footnotes (4)
- [01]The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is an indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). Goldman Sachs and GS Group may be deemed to own beneficially and indirectly 3,492 shares of Common Stock through certain investment partnerships of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manager of certain of the investment partnerships. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- [02]Goldman Sachs and GS Group may be deemed to own beneficially and indirectly 1,875,000 shares of Series A-I Convertible Preferred Stock, 250,000 shares of Series A-II Convertible Preferred Stock, 187,500 shares of Series A-III Convertible Preferred Stock, and 95,206 shares of Series A-IV Convertible Preferred Stock through certain investment partnerships (the "Limited Partnerships") of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Upon the closing of the IPO, each share of Series A-I Convertible Preferred Stock, Series A-II Convertible Preferred Stock, Series A-III Convertible Preferred Stock and Series A-IV Convertible Preferred Stock (collectively, "Convertible Stock") will be automatically converted into an equal number of shares of Common Stock. The Convertible Stock is convertible at the option of the holder at any time after the date of issuance and prior to the closing of the IPO into an equal number of shares of Common Stock.
- [03]By their terms, these warrants expire immediately before the closing of a firmly underwritten public offering of Common Stock or other equity security of the Company. However, such expiration has been waived pending expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the purchase of shares of Common Stock by the Partnership (as defined below) pursuant to the warrants.
- [04]Goldman Sachs and GS Group may be deemed to own beneficially and indirectly warrants to purchase 5,883 shares of Common Stock through an investment partnership (the "Partnership") of which affiliates of Goldman Sachs and GS Group serve as the general partner. Goldman Sachs is the investment manager of the Partnership.