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4//SEC Filing

MEDIABAY INC 4

Accession 0001144204-04-007677

CIK 0001040973operating
View on SEC.govCompany Profile

Filed

May 25, 8:00 PM ET

Accepted

May 26, 6:18 PM ET

Size

28.9 KB

Accession

0001144204-04-007677

Insider Transaction Report

Form 4
Period: 2004-05-25
MEDIABAY INCMBAY
HERRICK NORTON
Other
Transactions
  • Other

    Common Stock Warrants (right to buy)

    2004-05-25+8,131,538→ 8,131,538 total(indirect: By Huntingdon)
    Exercise: $0.53From: 2004-05-25Exp: 2014-04-28→ Common Stock (8,131,538 underlying)
  • Other

    Convertible Senior Note due September 30, 2007

    2004-05-25→ 0 total(indirect: By Huntingdon)
    Exercise: $2.00From: 2002-11-27Exp: 2007-09-30→ Common Stock (500,000 underlying)
  • Other

    Series C Convertible Preferred Stock

    2004-05-25+11,814→ 11,814 total
    Exercise: $0.78From: 2004-05-25→ Common Stock (1,514,615 underlying)
  • Other

    Common Stock Warrants (right to buy)

    2004-05-25+3,029,230→ 3,029,230 total
    Exercise: $0.53From: 2004-05-25Exp: 2014-04-28→ Common Stock (3,029,230 underlying)
  • Other

    Series C Convertible Preferred Stock

    2004-05-25+31,713→ 31,713 total(indirect: By Huntingdon)
    Exercise: $0.78From: 2004-05-25→ Common Stock (4,065,769 underlying)
Holdings

  • Common Stock

    3,254,250

  • Series A Convertible Preferred Stock

    Exercise: $0.56→ Common Stock (4,464,285 underlying)
    25,000

  • Convertible Senior Subordinated Note Due September 30, 2007

    Exercise: $0.56From: 2002-10-31Exp: 2007-09-30→ Common Stock (892,857 underlying)
Footnotes (8)
  • [F1]On May 25, 2004, The N. Herrick Irrevocable ABC Trust ("Trust") distributed 2,964,180 shares of Common Stock of the Issuer to the Reporting Person. The Reporting Person previously reported these shares as indirectly beneficially owned by the Reporting Person through the Trust. The change in the form of beneficial ownership, from indirect to direct, was exempt from Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rule 16a-13. As a result of the change in the form of beneficial ownership, the Reporting Person no longer holds any Common Stock indirectly.
  • [F2]On May 25, 2004, the Trust distributed to the Reporting Person the $500,000 Convertible Senior Subordinated Note Due September 30, 2007 (the "Trust Note"), which is convertible into 892,857 shares of Common Stock, and 25,000 shares of Series A Convertible Preferred Stock ("Series A Preferred Stock"), which is convertible into 4,464,285 shares of Common Stock. The Reporting Person previously reported the Trust Note and the Series A Preferred Stock as indirectly beneficially owned by the Reporting Person. The change in form of beneficial ownership from indirect to direct was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13.
  • [F3]The Series A Preferred Stock is convertible immediately and has no expiration date.
  • [F4]On May 25, 2004, in connection with financing from third parties obtained by the Issuer, Huntingdon Corporation ("Huntingdon"), a company wholly owned by the Reporting Person, exchanged (a)(i) the $1,000,000 Convertible Senior Note Due September 30, 2007, (ii) the $500,000 Convertible Senior Note Due September 30, 2007, (iii) the $150,000 Convertible Senior Note Due September 30, 2007, and (iv) the $350,000 Convertible Senior Note Due September 30, 2007 (these four notes collectively referred to in this Form as the "Exchange Notes"); and (b)(i) an aggregate $248,479 of accrued and unpaid interest with respect to the Exchange Notes, and
  • [F5](Footnote 4 continued) (ii) an aggregate of $922,799 of accrued and unpaid interest on the $2,500,00 Convertible Senior Note Due September 30, 2007 and the $800,000 Convertible Senior Subordinated Note Due September 30, 2007 owed to Huntingdon, for an aggregate of 31,713 shares of Series C Convertible Preferred Stock (the "Series C Preferred Stock") and 8,131,538 warrants. Each share of Series C Preferred Stock is convertible into the number of shares of Common Stock obtained by dividing the $100 liquidation price of the Series C Preferred Stock by $0.78. Accordingly the 31,713 shares of Series C Preferred Stock Huntingdon received are convertible into an aggregate of 4,065,769 shares of Common Stock. Each warrant provides a right to buy one share of Common Stock.
  • [F6]The Series C Preferred Stock has no expiration date.
  • [F7]On May 25, 2004, in connection with financing from third parties obtained by the Issuer, the Reporting Person exchanged an aggregate of $68,081 of the accrued and unpaid interest with respect to the $1,984,250 Convertible Senior Subordinated Note Due September 30, 2007, $593,963 in accrued and unpaid interest on the Trust Note and $519,375 of accrued and unpaid dividends on the Series A Preferred Stock, which interest on the Trust Note and dividends on the Series A Preferred Stock had been previously distributed to the Reporting Person by the Trust, for an aggregate of 11,814 shares of Series C Preferred Stock and 3,029,230 Warrants. Each share of Series C Preferred Stock is convertible into the number of shares of Common Stock obtained by dividing the $100 liquidation price of the Series C Preferred Stock by $0.78.
  • [F8](Footnote 7 continued) Accordingly, the 11,814 shares of Series C Preferred Stock received by the Reporting Person are convertible into an aggregate of 1,514,615 shares of Common Stock. Each warrant provides a right to buy one share of Common Stock.

Documents

1 file

Issuer

MEDIABAY INC

CIK 0001040973

→
Entity typeoperating
IncorporatedFL

Related Parties

1
  • filerCIK 0001040973

Filing Metadata

Form type
4
Filed
May 25, 8:00 PM ET
Accepted
May 26, 6:18 PM ET
Size
28.9 KB
View on SEC.gov