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550 DIGITAL MEDIA VENTURES INC 4

Accession 0001193805-04-000097

CIK 0001088244other
View on SEC.govCompany Profile

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 7:07 PM ET

Size

22.4 KB

Accession

0001193805-04-000097

Insider Transaction Report

Form 4
Period: 2003-10-31
EUNIVERSE INCEUNI
550 DIGITAL MEDIA VENTURES INC
10% Owner
Transactions
  • Exercise of In-Money

    Option (Obligation to Sell)

    2003-10-31−454,545→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-07-16Exp: 2004-01-16→ Series B Preferred Stock (454,545 underlying)
  • Other

    Option (Obligation to Sell)

    2003-10-31−3,050,000→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-07-16Exp: 2004-01-16→ Common Stock (3,050,000 underlying)
  • Sale

    Option (Obligation to Sell)

    2003-10-31−3,050,000→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-10-31Exp: 2004-04-16→ Common Stock (3,050,000 underlying)
  • Exercise of In-Money

    Series B Preferred Stock

    2003-10-31−454,545→ 1,468,532 total(indirect: Through 550 DMV)
    Exercise: $0.00→ Common Stock (454,545 underlying)
  • Other

    Option (Obligation to Sell)

    2003-10-31−1,295,455→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-07-16Exp: 2004-01-16→ Series B Preferred Stock (1,295,455 underlying)
  • Sale

    Option (Obligation to Sell)

    2003-10-31−1,295,455→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-10-31Exp: 2004-04-16→ Series B Preferred Stock (1,295,455 underlying)
SONY MUSIC ENTERTAINMENT INC
10% Owner
Transactions
  • Sale

    Option (Obligation to Sell)

    2003-10-31−1,295,455→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-10-31Exp: 2004-04-16→ Series B Preferred Stock (1,295,455 underlying)
  • Sale

    Option (Obligation to Sell)

    2003-10-31−3,050,000→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-10-31Exp: 2004-04-16→ Common Stock (3,050,000 underlying)
  • Exercise of In-Money

    Series B Preferred Stock

    2003-10-31−454,545→ 1,468,532 total(indirect: Through 550 DMV)
    Exercise: $0.00→ Common Stock (454,545 underlying)
  • Exercise of In-Money

    Option (Obligation to Sell)

    2003-10-31−454,545→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-07-16Exp: 2004-01-16→ Series B Preferred Stock (454,545 underlying)
  • Other

    Option (Obligation to Sell)

    2003-10-31−3,050,000→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-07-16Exp: 2004-01-16→ Common Stock (3,050,000 underlying)
  • Other

    Option (Obligation to Sell)

    2003-10-31−1,295,455→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-07-16Exp: 2004-01-16→ Series B Preferred Stock (1,295,455 underlying)
SONY CORP OF AMERICA
10% Owner
Transactions
  • Exercise of In-Money

    Series B Preferred Stock

    2003-10-31−454,545→ 1,468,532 total(indirect: Through 550 DMV)
    Exercise: $0.00→ Common Stock (454,545 underlying)
  • Sale

    Option (Obligation to Sell)

    2003-10-31−3,050,000→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-10-31Exp: 2004-04-16→ Common Stock (3,050,000 underlying)
  • Sale

    Option (Obligation to Sell)

    2003-10-31−1,295,455→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-10-31Exp: 2004-04-16→ Series B Preferred Stock (1,295,455 underlying)
  • Exercise of In-Money

    Option (Obligation to Sell)

    2003-10-31−454,545→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-07-16Exp: 2004-01-16→ Series B Preferred Stock (454,545 underlying)
  • Other

    Option (Obligation to Sell)

    2003-10-31−3,050,000→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-07-16Exp: 2004-01-16→ Common Stock (3,050,000 underlying)
  • Other

    Option (Obligation to Sell)

    2003-10-31−1,295,455→ 0 total(indirect: Through 550 DMV)
    Exercise: $1.10From: 2003-07-16Exp: 2004-01-16→ Series B Preferred Stock (1,295,455 underlying)
Footnotes (6)
  • [F1]This Form 4 is being filed by Sony Corporation of America ("SCA"), Sony Music Entertainment, Inc. ("Sony Music"), which is an indirect wholly-owned subsidiary of SCA, and 550 Digital Media Ventures Inc. ("550 DMV"), which is an indirect wholly-owned subsidiary of Sony Music, relating to the common stock, par value $0.001 per share (the "Common Stock") of eUniverse, Inc. (the "Company"). The Reporting Persons are making a group filing because, due to the relationships between them, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act. Each Reporting Person disclaims beneficial ownership under Section 16 of the Exchange Act with respect to the transactions reported herein, to the extent greater than its pecuniary interest therein.
  • [F2]On October 31, 2003, 550 DMV, the Company and VantagePoint Venture Partners IV(Q), L.P., VantagePoint Venture Partners IV, L.P., and VantagePoint Venture Partners IV Principals Fund, L.P. (collectively, the "Funds") entered into a Consent and Waiver Agreement, pursuant to which, VP Alpha Holdings IV, L.L.C. ("VP Alpha LLC") partially exercised an option (the "Option") for the purchase of 454,545 Series B shares held by 550 DMV for an exercise price of $1.10 per share.
  • [F3]Pursuant to the Consent and Waiver Agreement (a) 550 DMV released any potential claims it may have had against the Company, except as related to the DMV Note (as defined in the Consent and Waiver Agreement) and certain rights to online advertising impressions, if any, (b) the Option Agreement between 550 DMV and VP Alpha LLC dated July 15, 2003 was amended to (i) extend the Termination Date (as defined in the Option Agreement) from January 16, 2004 until April 16, 2004 and (ii) allow partial exercise of the Option by the holder thereof, (c) 550 DMV consented to the terms of the Stock Purchase Agreement, dated as of October 31, 2003, between the Funds and the Company, and all related transactions contemplated thereunder, and (d) the Company agreed to provide to 550 DMV a replacement note for the DMV Note in the amount of $2,403,528, reflecting the conversion of all accrued and unpaid interest on the DMV Note to principal.
  • [F4]These transactions reflect the extension of the exercise period of the Option pursuant to the amendment to the Option Agreement described in Footnote 3.
  • [F5]Each share of Series B Preferred Stock is currently convertible into one share of common stock.
  • [F6]Under certain circumstances, the consideration for the exercise of the Option would include an additional $1.10 per share for a maximum price of $2.20 per share.

Documents

2 files

Issuer

EUNIVERSE INC

CIK 0001088244

→
Entity typeother

Related Parties

1
  • filerCIK 0001267955

Filing Metadata

Form type
4
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 7:07 PM ET
Size
22.4 KB
View on SEC.gov