Torino Brett 4
4 · FX Real Estate & Entertainment Inc. · Filed Sep 29, 2010
Insider Transaction Report
Form 4
Torino Brett
10% Owner
Transactions
- Purchase
Series B Convertible Preferred Stock
2010-09-27+100→ 150 total(indirect: (1))Exercise: $0.21→ Common Stock - Purchase
Common Stock Warrants (right to buy)
2010-09-27+100→ 100 total(indirect: (1))Exercise: $0.26From: 2010-09-27Exp: 2015-09-27→ Common Stock (1,138,952 underlying)
Footnotes (4)
- [F1]The reported securities are included within 100 Units purchased by TTERB Living Trust (of which the Reporting Person is the sole trustee and beneficiary) from the Issuer for $100,000 in a private placement. Each Unit consists of one share of Series B Convertible Preferred Stock and one warrant to purchase up to 11,389.52 shares of common stock at $0.2634 per share.
- [F2]The shares of Series B 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 B 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) September 27, 2015 the Series B 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 $1.75 per share for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series B Convertible Preferred Stock at the then current stated value. Series B Convertible Preferred Stock is 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 August 18, 2010 for the conversion price, the automatic conversion date and the minimum closing share price for redemption of 50 of the Series B Convertible Preferred Stock reported in this column.