Brazil Interactive Media, Inc. 4

Accession 0001264931-14-000355

$AMMJCIK 0000945617operating

View on SEC.gov Company Profile

Filed

Jul 22, 8:00 PM ET

Accepted

Jul 23, 5:28 PM ET

Size

38.4 KB

Accession

0001264931-14-000355

Insider Transaction Report

Form 4

Period: 2013-03-11

Brazil Interactive Media, Inc.BIMI

NOVIELLI MICHAEL A

Director10% Owner

Transactions

Other
Series G Convertible Preferred Stock
2013-07-25−195,026→ 0 total(indirect: See footnote)
→ Common Stock (1,950,260 underlying)
Other
Series A Common Stock
2013-03-11−19,000,000→ 0 total(indirect: See footnote)
Other
Common Stock
2013-03-11+4,152,295→ 420,152,295 total(indirect: See footnote)
Other
Warrants
2013-03-22+41,667→ 41,667 total
Exercise: $0.60From: 2013-03-23Exp: 2018-03-22→ Common Stock (41,667 underlying)
Other
Warrants
2013-10-09+8,333→ 8,333 total
Exercise: $0.60From: 2013-10-09Exp: 2018-10-09→ Common Stock (8,333 underlying)
Other
Common Stock
2013-03-11+19,000,000→ 416,000,000 total(indirect: See footnote)
Other
Common Stock
2013-10-01+800,000→ 2,800,004 total(indirect: See footnote)
Other
Series G Convertible Preferred Stock
2013-03-11+195,026→ 195,026 total(indirect: See footnote)
→ Common Stock (1,950,260 underlying)
Purchase
Series H Convertible Preferred Stock
2013-03-22$100.00/sh+2,000$200,000→ 2,000 total(indirect: See footnote)
Exercise: $0.30From: 2013-03-23→ Common Stock (666,667 underlying)
Other
Warrants
2013-03-22+166,667→ 166,667 total(indirect: See footnote)
Exercise: $0.60From: 2013-03-23Exp: 2018-03-22→ Common Stock (166,667 underlying)
Other
Common Stock
2013-05-14+1,875,000→ 422,027,095 total(indirect: See footnote)
Other
Common Stock
2013-07-25+1,950,260→ 2,000,004 total(indirect: See footnote)
Other
Series E Convertible Preferred Stock
2013-03-11−3,115→ 0 total(indirect: See footnote)
From: 2008-03-23→ Common Stock (4,152,295 underlying)
Purchase
Series H Convertible Preferred Stock
2013-03-22$100.00/sh+500$50,000→ 500 total
Exercise: $0.30From: 2013-03-23→ Common Stock (166,667 underlying)
Other
Series C Convertible Preferred Stock
2013-05-14−75→ 0 total(indirect: See footnote)
From: 2008-05-09→ Common Stock (1,875,000 underlying)

Footnotes (13)

[F1]Pursuant to a reclassification exempt under Rule 16b-7, all shares of Series A Common Stock were converted by the issuer into common stock at a ratio of 1 share of common stock for each share of Series A Common Stock.
[F10]These shares are held in the name of Dutchess Global Strategies Fund LLC, a private investment vehicle the investments in which are beneficially owned solely by the reporting person.
[F11]The warrants were included in the purchase of the Series H Preferred Stock. No additional consideration was paid for the warrants.
[F12]The warrants were issued in connection with a promissory note entered into between the issuer and the reporting person on October 9, 2013. No additional consideration was paid for the warrants.
[F13]The securities had no expiration date.
[F2]On May 16, 2013, the issuer effected a reverse split of its shares at a ratio of 8,484 to 1 and changed its name from Naturewell, Incorporated to Brazil Interactive Media, Inc.
[F3]The securities are directly beneficially owned by Dutchess Opportunity Fund II LP. The reporting person is a director of Dutchess Opportunity Fund II LP and therefore may be considered an indirect beneficial owner of the securities reported herein. The reporting person disclaims beneficial ownership of the securities directly beneficially owned by Dutchess Opportunity Fund II LP except to the extent of his pecuniary interest therein.
[F4]Pursuant to a reclassification exempt under Rule 16b-7, all shares of Series E Convertible Preferred Stock were converted by the issuer into common stock at a ratio of 1,333 shares of common stock for each share of Series E Convertible Preferred Stock.
[F5]Pursuant to a reclassification exempt under Rule 16b-7, all shares of Series C Convertible Preferred Stock were converted by the issuer into common stock at a ratio of 25,000 shares of common stock for each share of Series C Convertible Preferred Stock.
[F6]All shares of Series G Convertible Preferred Stock were subject to an automatic forced conversion at a ratio of 10 post-reverse split shares of common stock for each share of Series G Convertible Preferred Stock, one business day following the date that a sufficient number of authorized and unissued shares of common stock became available to facilitate conversion. By operation of the reverse stock split on May 16, 2013, sufficient shares of common stock became available, triggering the automatic conversion, and the shares were issued on July 25, 2013.
[F7]Post-reverse split shares (see footnote 2).
[F8]The Common Stock was acquired from the issuer in return for services provided to the Company, at a value of $0.56 per share.
[F9]Pursuant to a reclassification exempt under Rule 16b-7, the issuer exchanged all Senior Subordinated Notes into Series G Convertible Preferred Stock at a ratio of $15.77 per share.

Documents

1 file

4
novielli_form4.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

Brazil Interactive Media, Inc.

CIK 0000945617

→

Entity typeoperating

Related Parties

filerCIK 0000945617

Filing Metadata

Form type: 4
Filed: Jul 22, 8:00 PM ET
Accepted: Jul 23, 5:28 PM ET
Size: 38.4 KB

View on SEC.gov