4//SEC Filing
Torino Brett 4
Accession 0001209191-11-017330
CIK 0001410402other
Filed
Mar 10, 7:00 PM ET
Accepted
Mar 11, 4:11 PM ET
Size
9.6 KB
Accession
0001209191-11-017330
Insider Transaction Report
Form 4
Circle Entertainment, Inc.FXRE.PK
Torino Brett
10% Owner
Transactions
- Award
Common Stock
2011-03-08+8.3→ 158.3 total(indirect: (1))Exercise: $0.46→ Common Stock - Award
Common Stock Warrants (right to buy)
2011-03-08+8.3→ 158.3 total(indirect: (1))Exercise: $0.58From: 2011-03-08Exp: 2016-03-08→ Common Stock (43,250 underlying)
Footnotes (3)
- [F1]The reported securities are included within 8.3 Units purchased by TTERB Living Trust (of which the Reporting Person is the sole trustee and beneficiary) from the Issuer for $8,333 in a private placement. Each Unit consists of one share of Series B Convertible Preferred Stock and one warrant to purchase up to 2,596 shares of common stock at $0.5778 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) March 7, 2016, 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 $3.85 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.
Documents
Issuer
Circle Entertainment, Inc.
CIK 0001410402
Entity typeother
Related Parties
1- filerCIK 0001373247
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 7:00 PM ET
- Accepted
- Mar 11, 4:11 PM ET
- Size
- 9.6 KB