4/A//SEC Filing
LERNER PERRY A 4/A
Accession 0001209191-06-041214
CIK 0000911151other
Filed
Jul 12, 8:00 PM ET
Accepted
Jul 13, 8:57 PM ET
Size
40.9 KB
Accession
0001209191-06-041214
Insider Transaction Report
Form 4/AAmended
Crown EMAK Investments, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Series C Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series C Preferred Stock (1,428 underlying) - Award
Common Warrant
2004-03-19+1→ 1 totalExercise: $16.00Exp: 2010-03-29→ Common Stock (357,000 underlying) - Disposition to Issuer
Series B Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series B Preferred Stock (5,712 underlying)
Leedom Ackerman Joanne
Director10% Owner
Transactions
- Disposition to Issuer
Series B Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series B Preferred Stock (5,712 underlying) - Award
Common Warrant
2004-03-19+1→ 1 totalExercise: $16.00Exp: 2010-03-29→ Common Stock (357,000 underlying) - Disposition to Issuer
Series C Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series C Preferred Stock (1,428 underlying)
ACKERMAN PETER
Director10% Owner
Transactions
- Award
Common Warrant
2004-03-19+1→ 1 totalExercise: $16.00Exp: 2010-03-29→ Common Stock (357,000 underlying) - Disposition to Issuer
Series B Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series B Preferred Stock (5,712 underlying) - Disposition to Issuer
Series C Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series C Preferred Stock (1,428 underlying)
Santa Monica Pictures, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Series C Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series C Preferred Stock (1,428 underlying) - Award
Common Warrant
2004-03-19+1→ 1 totalExercise: $16.00Exp: 2010-03-29→ Common Stock (357,000 underlying) - Disposition to Issuer
Series B Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series B Preferred Stock (5,712 underlying)
Somerville, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Series C Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series C Preferred Stock (1,428 underlying) - Award
Common Warrant
2004-03-19+1→ 1 totalExercise: $16.00Exp: 2010-03-29→ Common Stock (357,000 underlying) - Disposition to Issuer
Series B Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series B Preferred Stock (5,712 underlying)
CROWN EMAK PARTNERS LLC
Director10% Owner
Transactions
- Award
Common Warrant
2004-03-19+1→ 1 totalExercise: $16.00Exp: 2010-03-29→ Common Stock (357,000 underlying) - Disposition to Issuer
Series C Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series C Preferred Stock (1,428 underlying) - Disposition to Issuer
Series B Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series B Preferred Stock (5,712 underlying)
Somerville S Trust
Director10% Owner
Transactions
- Disposition to Issuer
Series C Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series C Preferred Stock (1,428 underlying) - Award
Common Warrant
2004-03-19+1→ 1 totalExercise: $16.00Exp: 2010-03-29→ Common Stock (357,000 underlying) - Disposition to Issuer
Series B Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series B Preferred Stock (5,712 underlying)
Crown EMAK Holdings, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Series B Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series B Preferred Stock (5,712 underlying) - Award
Common Warrant
2004-03-19+1→ 1 totalExercise: $16.00Exp: 2010-03-29→ Common Stock (357,000 underlying) - Disposition to Issuer
Series C Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series C Preferred Stock (1,428 underlying)
LERNER PERRY A
Director10% Owner
Transactions
- Disposition to Issuer
Series C Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series C Preferred Stock (1,428 underlying) - Award
Common Warrant
2004-03-19+1→ 1 totalExercise: $16.00Exp: 2010-03-29→ Common Stock (357,000 underlying) - Disposition to Issuer
Series B Warrant
2004-03-19−1→ 0 totalExercise: $1000.00Exp: 2005-03-29→ Series B Preferred Stock (5,712 underlying)
Footnotes (13)
- [F1]The reported transactions involve a cancellation of the previously outstanding Series B Senior Cumulative Participating Convertible Preferred Stock Purchase Warrants (the "Series B Warrants") and Series C Senior Cumulative Participating Convertible Preferred Stock Purchase Warrants (the "Series C Warrants") in exchange for Common Warrants of the Issuer ("Common Warrants") pursuant to a Warrant Exchange Agreement (the "Exchange Agreement"), dated March 19, 2004, between the Issuer and Crown EMAK Partners, LLC ("Crown Partners").
- [F10]Series B Senior Cumulative Participating Convertible Preferred Stock Purchase Warrant
- [F11]Series C Senior Cumulative Participating Convertible Preferred Stock Purchase Warrant
- [F12]Series B Senior Cumulative Participating Convertible Preferred Stock
- [F13]Series C Senior Cumulative Participating Convertible Preferred Stock
- [F2]Prior to their cancellation pursuant to the Exchange Agreement, the Series B Warrants were exercisable for an aggregate of 12,000 shares of Series B Senior Cumulative Participating Convertible Preferred Stock (the "Series B Preferred Stock"), at an exercise price of $1,000 per share. The Series B Preferred Stock issuable upon exercise of the Series B Warrants was convertible into an aggregate of 750,000 shares of common stock of the Issuer, par value $0.001 per share ("Common Stock"), comprised of 393,000 shares of Common Stock underlying the 6,288 shares of Series B Preferred Stock issuable upon exercise of the Series B Warrant expiring June 20, 2005, and 357,000 shares of Common Stock underlying the 5,712 shares of Series B Preferred Stock issuable upon exercise of the Series B Warrant expiring March 29, 2005.
- [F3]The number of shares of Common Stock into which each share of Series B Preferred Stock was convertible was determined by dividing $1,000 by the conversion price of the Series B Preferred Stock ($16.00). Pursuant to the Exchange Agreement, new Common Warrants were issued in exchange for the cancelled Series B Warrants, with such new Common Warrants being exercisable for the same number of shares of Common Stock that previously were issuable upon the conversion of the Series B Preferred Stock underlying the cancelled Series B Warrants.
- [F4]Prior to their cancellation pursuant to the Exchange Agreement, the Series B Warrants and the Series C Warrants were exercisable at any time. The Common Warrants are exercisable at any time.
- [F5]Prior to their cancellation pursuant to the Exchange Agreement, the Series C Warrants were exercisable for an aggregate of 3,000 shares of Series C Senior Cumulative Participating Convertible Preferred Stock (the "Series C Preferred Stock"), at an exercise price of $1,000 per share. The Series C Preferred Stock issuable upon exercise of the Series C Warrants was convertible into an aggregate of 166,666 shares of Common Stock, comprised of 87,333 shares of Common Stock underlying the 1,572 shares of Series C Preferred Stock issuable upon exercise of the Series C Warrant expiring June 20, 2005, and 79,333 shares of Common Stock underlying the 1,428 shares of Series C Preferred Stock issuable upon exercise of the Series C Warrant expiring March 29, 2005.
- [F6]The number of shares of Common Stock into which each share of Series C Preferred Stock was convertible was determined by dividing $1,000 by the conversion price of the Series C Preferred Stock ($18.00). Pursuant to the Exchange Agreement, new Common Warrants were issued in exchange for the cancelled Series C Warrants, with such new Common Warrants being exercisable for the same number of shares of Common Stock that previously were issuable upon the conversion of the Series C Preferred Stock underlying the cancelled Series C Warrants.
- [F7]Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons states that this filing shall not be deemed an admission that such Reporting Person is the beneficial owner of any of the securities reported herein. Additionally, each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest in such securities.
- [F8]Crown Partners, LLC ("Crown Partners") is the direct holder of the securities reported in this Form 4. Crown EMAK Investments, LLC ("Crown Investments") is the managing member of Crown Partners. Crown EMAK Holdings, LLC ("Crown Holdings") is the managing member of Crown Investments. Somerville, LLC ("Somerville") is the managing member of Crown Holdings. Somerville is a subsidiary of Santa Monica Pictures, LLC ("SMP"), and SMP is a subsidiary of Somerville S Trust, a revocable trust (the "Trust"). Perry A. Lerner is the trustee of the Trust. Peter Ackerman and Joanne Leedom-Ackerman have the power to revoke the Trust and may be deemed to have shared power to vote or direct the vote, and shared power to dispose or to direct the disposition of, any securities of the Issuer beneficially owned by the Trust.
- [F9]Each Common Warrant reported herein is exercisable for the number of shares of Common Stock indicated in Column 7 of Table II. Other than as reported herein, the Reporting Persons do not beneficially own any additional Common Warrants.
Documents
Issuer
EMAK Worldwide, Inc.
CIK 0000911151
Entity typeother
Related Parties
1- filerCIK 0001214326
Filing Metadata
- Form type
- 4/A
- Filed
- Jul 12, 8:00 PM ET
- Accepted
- Jul 13, 8:57 PM ET
- Size
- 40.9 KB