Jackson Investment Group, LLC 4

Accession 0001104659-20-124533

CIK 0001499717other

View on SEC.gov Company Profile

Filed

Nov 11, 7:00 PM ET

Accepted

Nov 12, 6:44 PM ET

Size

31.1 KB

Accession

0001104659-20-124533

Insider Transaction Report

Form 4

Period: 2020-01-21

Staffing 360 Solutions, Inc.STAF

Jackson Investment Group, LLC

10% Owner

Transactions

Other
Warrant to purchase Common Stock
2020-10-26+905,508→ 905,508 total
Exercise: $1.00Exp: 2026-01-26→ Common Stock (905,508 underlying)
Other
Common Stock
2020-05-01+100,000→ 2,068,696 total
Other
Common Stock
2020-01-21+100,000→ 1,668,696 total
Other
Common Stock
2020-04-01+100,000→ 1,968,696 total
Other
Series E Convertible Preferred Stock
2020-10-26$1000.00/sh−13,000$13,000,000→ 0 total
Exercise: $1.78From: 2020-10-31→ Common Stock (7,293,000 underlying)
Other
Series E Convertible Preferred Stock
2020-10-26$1000.00/sh+13,000$13,000,000→ 0 total
Exercise: $1.00From: 2022-10-31→ Common Stock (13,000,000 underlying)
Other
Series E-1 Convertible Preferred Stock
2020-10-26$1000.00/sh−1,267$1,267,000→ 0 total
Exercise: $1.66From: 2020-11-15→ Common Stock (763,253 underlying)
Other
Series E-1 Convertible Preferred Stock
2020-10-26$1000.00/sh+1,267$1,267,000→ 1,267,139 total
Exercise: $1.00From: 2020-10-31→ Common Stock (1,267,139 underlying)
Other
Common Stock
2020-02-07+100,000→ 1,768,696 total
Other
Common Stock
2020-03-02+100,000→ 1,868,696 total
Other
Warrant to purchase Common Stock
2020-10-26−905,508→ 0 total
Exercise: $1.66Exp: 2024-01-26→ Common Stock (905,508 underlying)

Jackson Richard Lee

10% Owner

Transactions

Other
Common Stock
2020-05-01+100,000→ 2,068,696 total
Other
Warrant to purchase Common Stock
2020-10-26−905,508→ 0 total
Exercise: $1.66Exp: 2024-01-26→ Common Stock (905,508 underlying)
Other
Series E-1 Convertible Preferred Stock
2020-10-26$1000.00/sh−1,267$1,267,000→ 0 total
Exercise: $1.66From: 2020-11-15→ Common Stock (763,253 underlying)
Other
Common Stock
2020-01-21+100,000→ 1,668,696 total
Other
Common Stock
2020-02-07+100,000→ 1,768,696 total
Other
Common Stock
2020-03-02+100,000→ 1,868,696 total
Other
Series E Convertible Preferred Stock
2020-10-26$1000.00/sh−13,000$13,000,000→ 0 total
Exercise: $1.78From: 2020-10-31→ Common Stock (7,293,000 underlying)
Other
Series E-1 Convertible Preferred Stock
2020-10-26$1000.00/sh+1,267$1,267,000→ 1,267,139 total
Exercise: $1.00From: 2020-10-31→ Common Stock (1,267,139 underlying)
Other
Common Stock
2020-04-01+100,000→ 1,968,696 total
Other
Warrant to purchase Common Stock
2020-10-26+905,508→ 905,508 total
Exercise: $1.00Exp: 2026-01-26→ Common Stock (905,508 underlying)
Other
Series E Convertible Preferred Stock
2020-10-26$1000.00/sh+13,000$13,000,000→ 0 total
Exercise: $1.00From: 2022-10-31→ Common Stock (13,000,000 underlying)

Footnotes (6)

[F1]On each of January 21, 2020, February 7, 2020, March 2, 2020, April 1, 2020 and May 1, 2020, Jackson Investment Group, LLC ("JIG LLC") received 100,000 shares of Common Stock of the Issuer as a result of certain defaults under the loan agreement between JIG LLC and the Issuer.
[F2]Richard L. Jackson, the sole manager and controlling owner of JIG LLC, may be deemed the indirect beneficial owner, but he disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
[F3]Total does not include 144 shares of common stock personally owned by Richard L. Jackson, the chief executive officer of JIG LLC. These shares are directly and beneficially owned by Richard L. Jackson, one of the Reporting Persons; however, they are not owned by JIG LLC, the designated Reporting Person.
[F4]JIG LLC and the Issuer amended that certain Amended and Restated Warrant, dated April 25, 2018, as amended on August 27, 2018 and November 15, 2018, by entering into that certain Amendment No. 3 to the Amended and Restated Warrant Agreement, dated October 26, 2020 between the Issuer and JIG LLC. The transaction involved an amendment to an outstanding warrant, resulting in a reduced exercise price of $1.00 and extended expiration date of January 26, 2026. These shares are included as being beneficially owned in Table II.
[F5]When originally issued, the Series E Convertible Preferred Stock ("Series E Stock") was convertible at the holder's option at any time after October 31, 2020 or upon the occurrence of an event of default specified in the Certificate of Designation of Series E Convertible Preferred Stock (the "Certificate") at a conversion price of $1.78. Pursuant to the Second Certificate of Amendment to the Certificate dated October 23, 2020 (the "Second Amendment"), each share of Series E Stock is now convertible at the holder's option at any time after October 31, 2022 or upon an event of default specified therein at a conversion price of $1.00. The resulting change in the terms of the Series E Stock is being reported in Table II as a disposition and acquisition of the Series E Stock, but such shares are not included as being beneficially owned in Table II because they are not convertible within 60 days.
[F6]When originally issued, the Series E-1 Convertible Preferred Stock ("Series E-1 Stock") was convertible at the holder's option at any time after November 15, 2020 or upon the occurrence of an event of default specified in the Certificate at a conversion price of $1.66. Pursuant to the Second Amendment, each share of Series E-1 Stock is now convertible at the holder's option at any time after October 31, 2020 or upon an event of default specified therein at a conversion price of $1.00. The resulting change in the terms of the Series E-1 Stock is being reported in Table II as a disposition and acquisition of the Series E-1 Stock and such shares are included as being beneficially owned in Table II.

Documents

1 file

4
tm2035472d2_form4.xmlPrimary
FORM 4

Issuer

Staffing 360 Solutions, Inc.

CIK 0001499717

→

Entity typeother

IncorporatedGA

Related Parties

filerCIK 0001571267

Filing Metadata

Form type: 4
Filed: Nov 11, 7:00 PM ET
Accepted: Nov 12, 6:44 PM ET
Size: 31.1 KB

View on SEC.gov