TTG APPAREL LLC 4

Accession 0001094891-12-000073

CIK 0000093631other

Filed

May 24, 8:00 PM ET

Accepted

May 25, 3:11 PM ET

Size

15.1 KB

Accession

0001094891-12-000073

Form 4

Period: 2012-05-23

10% Owner

Transactions

Purchase
Warrant
2012-05-23+500,000→ 500,000 total(indirect: See footnote)
Exercise: $0.53From: 2012-05-23Exp: 2017-05-23→ Common Stock (500,000 underlying)
Purchase
Warrant
2012-05-23+500,000→ 500,000 total(indirect: See footnote)
Exercise: $0.45From: 2012-05-23Exp: 2015-05-23→ Common Stock (500,000 underlying)
Purchase
Series A Convertible Preferred Stock
2012-05-23$100.00/sh+50,000$5,000,000→ 50,000 total(indirect: See footnote)
Exercise: $1.05From: 2012-05-23→ Common Stock (4,761,905 underlying)
Purchase
Warrant
2012-05-23+500,000→ 500,000 total(indirect: See footnote)
Exercise: $0.60From: 2012-05-23Exp: 2019-05-23→ Common Stock (500,000 underlying)

10% Owner

Transactions

Purchase
Warrant
2012-05-23+500,000→ 500,000 total(indirect: See footnote)
Exercise: $0.53From: 2012-05-23Exp: 2017-05-23→ Common Stock (500,000 underlying)
Purchase
Warrant
2012-05-23+500,000→ 500,000 total(indirect: See footnote)
Exercise: $0.45From: 2012-05-23Exp: 2015-05-23→ Common Stock (500,000 underlying)
Purchase
Warrant
2012-05-23+500,000→ 500,000 total(indirect: See footnote)
Exercise: $0.60From: 2012-05-23Exp: 2019-05-23→ Common Stock (500,000 underlying)
Purchase
Series A Convertible Preferred Stock
2012-05-23$100.00/sh+50,000$5,000,000→ 50,000 total(indirect: See footnote)
Exercise: $1.05From: 2012-05-23→ Common Stock (4,761,905 underlying)

Footnotes (5)

[F1]The Series A Convertible Preferred Stock is convertible into common stock of the Issuer at a price of $1.05 per share ("Conversion Price"). Additionally, dividends are payable on the Series A Preferred Stock in additional shares of Series A Preferred Stock ("PIK Shares"). The dividend rate is as follows: (i) during the period between May 23, 2012 and May 23, 2014, a rate of 9% per annum, and (ii) from and after May 23, 2014, at any time, a rate equal to the greater of 9% per annum or the highest rate per annum being paid at such time by the Issuer on any Issuer credit facility (excluding trade credit). The conversion price of the PIK Shares is $0.45 per share ("PIK Conversion Price").
[F2]The conversion price for the shares of Series A Preferred Stock and PIK Shares are subject to customary structural anti-dilution adjustments. Additionally, if the Issuer sells common stock or common stock equivalents at a price below the Conversion Price or the PIK Conversion Price, as the case may be, such conversion prices will be lowered to the price at which the Issuer sold such common stock or common stock equivalents but in no event less than $0.29.
[F3]The Series A Preferred Stock has no expiration date.
[F4]These securities are owned directly by TTG Apparel, LLC. Michael T. Tokarz is the controlling person of TTG Apparel, LLC and is the indirect beneficial owner of the reported securities.
[F5]The exercise price is subject to customary structural anti-dilution adjustments.

Documents

1 file

FREDERICK'S OF HOLLYWOOD GROUP INC /NY/

CIK 0000093631

Entity typeother

IncorporatedDE