4//SEC Filing
Torino Brett 4
Accession 0001209191-10-037932
CIK 0001410402other
Filed
Jul 8, 8:00 PM ET
Accepted
Jul 9, 9:10 AM ET
Size
11.8 KB
Accession
0001209191-10-037932
Insider Transaction Report
Form 4
Torino Brett
10% Owner
Transactions
- Purchase
Common Stock Warrants (right to buy)
2010-07-07+34→ 34 total(indirect: 1)Exercise: $0.20From: 2010-07-07Exp: 2015-07-07→ Common Stock (505,575 underlying) - Purchase
Series A Convertible Preferred Stock
2010-07-07+34→ 500 total(indirect: 4)Exercise: $0.16→ Common Stock
Footnotes (6)
- [F1]The reported securities are included within 34 Units purchased by TTERB Living Trust (of which the Reporting Person is the sole trustee and beneficiary) from the Issuer for $34,000 in a private placement. Each Unit consists of one share of Series A Convertible Preferred Stock and one warrant to purchase up to 14,869.88 shares of common stock at $0.2018 per share.
- [F2]The shares of Series A Convertible Preferred Stock are convertible, at the option of the Reporting Person, into shares of Issuer common stock at the above conversion price if at any time the closing price of the shares of Issuer common stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the shares of Series A Convertible Preferred Stock are convertible into the number of shares of Issuer common stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid dividends) divided by the conversion price.
- [F3]Upon the earlier of: (x) consummation of the Issuer's sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) July 7, 2015 the Series A Convertible Preferred Stock shall automatically convert into the number of shares of Issuer common stock equal to the then current stated value divided by the conversion price. If at any time the closing price of the shares of Issuer common stock is at least $1.34 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series A Convertible Preferred Stock at the then current stated value. The Series A Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.
- [F4]Reference is made to the Reporting Person's Form 4 dated February 17, 2010 for the conversion price, the automatic conversion date and the minimum closing share price for redemption of 33 of the Series A Convertible Preferred Stock reported in this column. Reference is made to the Reporting Person's Form 4 dated March 5, 2010 for the conversion price, the automatic conversion date and the minimum closing share price for redemption of 60 of the Series A Convertible Preferred Stock reported in this column. Reference is made to the Reporting Person's Form 4 dated March 11, 2010 for the conversion price, the automatic conversion date and the minimum closing share price for redemption of 200 of the Series A Convertible Preferred Stock reported in this column.
- [F5]Reference is made to the Reporting Person's Form 4 dated April 5, 2010 for the conversion price, the automatic conversion date and the minimum closing share price for redemption of 90 of the Series A Convertible Preferred Stock reported in this column. Reference is made to the Reporting Person's Form 4 dated May 3, 2010 for the conversion price, the automatic conversion date and the minimum closing share price for redemption of 50 of the Series A Convertible Preferred Stock reported in this column.
- [F6]Reference is made to the Reporting Person's Form 4 dated June 8, 2010 for the conversion price, the automatic conversion date and the minimum closing share price for redemption of 33 of the Series A Convertible Preferred Stock reported in this column.
Documents
Issuer
FX Real Estate & Entertainment Inc.
CIK 0001410402
Entity typeother
Related Parties
1- filerCIK 0001373247
Filing Metadata
- Form type
- 4
- Filed
- Jul 8, 8:00 PM ET
- Accepted
- Jul 9, 9:10 AM ET
- Size
- 11.8 KB